UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 9, 2015
TRAVELCENTERS OF AMERICA LLC
(Exact name of registrant as specified in its charter)
Delaware |
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001-33274 |
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20-5701514 |
(State or other jurisdiction
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(Commission
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(IRS Employer
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24601 Center Ridge Road,
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(Address of principal executive offices) |
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(Zip Code) |
440-808-9100
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 2.01 of this Current Report on Form 8-K, or this Current Report, is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported in our Current Report on Form 8-K dated June 1, 2015, or the June 1 Form 8-K, which Current Report is incorporated herein by reference, on June 1, 2015, TravelCenters of America LLC, or the Company, and three of its subsidiaries, which subsidiaries we refer to collectively with the Company as we, our, us, or TA, entered a Transaction Agreement, or the Transaction Agreement, with our principal landlord, Hospitality Properties Trust and four of its subsidiaries, which we refer to collectively as HPT. As further described in the June 1 Form 8-K, under the Transaction Agreement we agreed (i) to expand and subdivide our then existing lease with HPT for 144 properties that we operate under the TravelCenters of America, TA and related brand names, or the Prior Lease, into four amended and restated leases, or the New Leases, (ii) HPT agreed to purchase from us for $279.4 million 14 travel centers owned by us and certain assets we own at 11 properties we currently lease from HPT, which properties HPT will lease back to us under the New Leases, (iii) we agreed to purchase from HPT for $45.0 million five travel centers that we currently lease from HPT under the Prior Lease and (iv) HPT agreed to purchase from us five travel centers upon the completion of their development at a price of up to $118.0 million in the aggregate for all five properties, which properties HPT will lease back to us under the New Leases. The amount of consideration exchanged by the parties for the assets was based on the aggregate fair value of such assets as determined by special committees of our Independent Directors and HPTs Independent Trustees, none of whom are directors or trustees of the other company. Each special committee was represented by separate counsel.
On June 9, 2015, we completed the first of the transactions contemplated by the Transaction Agreement, which we refer to herein as the First Closing, as follows:
· The Company and our subsidiary, TA Operating LLC, or TA Operating, entered into a property exchange agreement with HPT, or the Property Exchange Agreement, pursuant to which HPT purchased for $183.4 million 10 travel centers we owned and certain assets we owned at eight properties we then leased from HPT under the Prior Lease, and HPT leased back these properties to us under the New Leases. Our annual rent increased by $15.8 million as a result of the sale and leaseback of these properties completed on June 9, 2015, which amount is reflected in the minimum annual rent amount under the New Leases noted below.
· Pursuant to the Property Exchange Agreement, we purchased from HPT for $45.0 million five travel centers that we previously leased from HPT under the Prior Lease. Our annual rent decreased by $3.9 million as a result of our completion of the purchase of these properties, which amount is reflected in the minimum annual rent amount under the New Leases noted below.
· TA Operating entered into the four New Leases, or New Lease No. 1, New Lease No. 2, New Lease No. 3 and New Lease No. 4 for 39, 36, 38 and 36 travel centers, respectively. Minimum annual rent under the New Lease No. 1, New Lease No. 2, New Lease No. 3 and New Lease No. 4 is $47 million, $41 million, $49 million and $40 million, respectively, subject to future adjustment if we complete all of the transactions contemplated under the Transaction Agreement that were not part of the First Closing and if HPT purchases from TA capital improvements made to the leased travel centers. The initial terms for the New Leases end on December 31, 2029, 2028, 2026 and 2030, respectively. Each of the New Leases grants us two renewal options of fifteen years each. Percentage rent, which totaled $3.0 million in 2014 under the Prior Lease, was incorporated into the minimum rent under the New Leases set forth above and reduced under the New Leases to $0 for 2015. Thereafter, percentage rent will be equal to 3% of the excess of gross non-fuel revenues in any particular year beginning with 2016, over base year gross non-fuel revenues. For these purposes, the base year will be 2015, but in the case of the five properties to be developed by TA and sold to HPT, the base year will be the calendar year in which the third anniversary of the completion of development of the property occurs and percentage rent will not apply to those properties until the next succeeding year. Under the Prior Lease our deferred rent obligation totals $107.1 million and is due at the end of the Prior Lease on December 31, 2022. Under
the New Leases, the due date of the deferred rent obligation was extended to the end of the initial terms of the New Leases as follows: $27.4 million will be due December 31, 2029, $29.1 million will be due December 31, 2028, $29.3 million will be due December 31, 2026, and $21.3 million will be due December 31, 2030. The deferred rent obligation may be accelerated at HPTs option upon an uncured default under the New Leases or a change in control of us, each as provided under the New Leases. The Company and our subsidiary, TravelCenters of America Holding Company LLC, entered into guaranties of each of the New Leases, or the Guaranties, to guaranty the obligations of our subsidiaries under the New Leases. As of June 9, 2015, we leased a total of 149 properties from HPT under the New Leases, which included the 144 properties we leased under the Prior Lease, less the five properties we purchased from HPT, plus the 10 properties we sold to and leased back from HPT.
· TA Operating and HPT entered into an Amendment to Lease Agreement, dated June 9, 2015, or the Petro Lease Amendment, which amended the Lease Agreement dated May 30, 2007, as amended, pursuant to which we lease from HPT 40 Petro travel centers, which we refer to as the Petro Lease. Among other things, the Petro Lease Amendment eliminates percentage rent payable on fuel, which, in 2014, totaled $2,240 but was not paid to HPT because payment of the first $2.5 million of percentage rent due under the Petro Lease was waived by HPT in a previous agreement.
Additional sales contemplated by the Transaction Agreement of four other properties and the assets at three other properties for $96.0 million are expected to close before the end of June 2015, unless we exercise our right to delay the sale and lease of three of the properties with an aggregate sale price of $51.5 million to no later than December 31, 2015. As of the date of this Form 8-K we have not determined whether we will exercise this right to delay. Our annual rent will increase by an additional $8.3 million (for a combined net increase of $20.2 million after giving effect to, and assuming completion of, all the applicable transactions under the Transaction Agreement, excluding the five properties we agreed to sell upon completion of their development) upon the completion of the sale and lease back of these remaining properties and assets.
The foregoing descriptions of the New Leases, the Guaranties, the Petro Lease Amendment and the Property Exchange Agreement, which we refer to collectively as the First Closing Agreements, the Transaction Agreement and the related transactions are not complete and are qualified in their entirety by reference to the full text of the First Closing Agreements, the Transaction Agreement and the forms of the other related agreements, all of which are filed as exhibits to this Form 8-K or the June 1 Form 8-K and are incorporated by reference herein.
Information Regarding Certain Relationships
HPT was our parent company until 2007 and is our principal landlord and our largest shareholder. We were created as a separate public company in 2007 as a result of a spin off from HPT. As of June 1, 2015, HPT owned 3,420,000 of our common shares, representing approximately 8.9% of our outstanding common shares. One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of HPT. Mr. Barry Portnoys son, Mr. Adam Portnoy, is also a managing trustee of HPT, and Mr. Barry Portnoys son-in-law, Mr. Ethan Bornstein, is an executive officer of HPT. Our other Managing Director, Mr. Thomas OBrien, who is also our President and Chief Executive Officer, is a former executive officer of HPT. One of our Independent Directors, Mr. Arthur Koumantzelis, was an independent trustee of HPT prior to our spin-off from HPT. We have significant continuing relationships with HPT, including the lease arrangements referred to in this Current Report.
Reit Management & Research LLC, or RMR LLC, provides business management and shared services to us pursuant to a business management and shared services agreement. One of our Managing Directors, Mr. Barry Portnoy, and his son, Mr. Adam Portnoy, together own a controlling interest in, and are officers and employees of, RMR LLC and directors and officers of Reit Management & Research Inc., or RMR Inc., through which they control RMR LLC. Our other Managing Director, Mr. Thomas OBrien, who is also our President and Chief Executive Officer, Mr. Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark Young, our Executive Vice President and General Counsel, are officers and employees of RMR LLC. RMR LLC provides management services to HPT and HPTs executive officers are officers and employees of RMR LLC. HPT also owns an indirect 16.2% economic interest in RMR LLC through its ownership of shares of RMR Inc.
Two of our Independent Directors also serve as independent directors or independent trustees of other companies to which RMR LLC or its affiliates provide management services. Mr. Barry Portnoy serves as a managing director or managing trustee of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies. In addition, officers of RMR LLC serve as certain of our officers and as certain officers of those companies to which RMR or its affiliates provides management services.
For further information about these and other such relationships and related person transactions, please see our Annual Report on Form 10-K for the year ended December 31, 2014, or our Annual Report, our definitive Proxy Statement for our 2015 Annual Meeting of Shareholders, or our Proxy Statement, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, or our Quarterly Report, and our other filings with the Securities and Exchange Commission, or the SEC, including Note 12 to the Consolidated Financial Statements included in our Annual Report, the sections captioned Business, Managements Discussion and Analysis of Financial Condition and Results of Operations-Related Person Transactions and Warning Concerning Forward Looking Statements of our Annual Report, the section captioned Related Person Transactions and the information regarding our Directors and executive officers in our Proxy Statement, Note 5 to the Condensed Consolidated Financial Statements included in our Quarterly Report and the sections captioned Managements Discussion and Analysis of Financial Condition and Results of Operations-Related Person Transactions and Warning Concerning Forward Looking Statements of our Quarterly Report. In addition, please see the section captioned Risk Factors of our Annual Report for a description of risks that may arise from these transactions and relationships. Our filings with the SEC, including our Annual Report, our Proxy Statement and our Quarterly Report, are available at the SECs website at www.sec.gov. Copies of certain of our agreements with these related parties are publicly available as exhibits to our public filings with the SEC and accessible at the SECs website.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 2.01 of this Current Report is incorporated herein by reference.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS BELIEVE, EXPECT, ANTICIPATE, INTEND, PLAN, ESTIMATE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
· AS DESCRIBED IN THIS CURRENT REPORT, UNDER OUR TRANSACTION AGREEMENT WITH HPT, IN ADDITION TO THE TRANSACTIONS THAT WERE COMPLETED AS PART OF THE FIRST CLOSING, WE AGREED TO SELL TO, AND LEASE BACK FROM, HPT FOUR TRAVEL CENTERS AND CERTAIN ASSETS WE OWN AT THREE OTHER PROPERTIES FOR $96 MILLION IN THE AGGREGATE AND WE AGREED TO SELL TO HPT FIVE TRAVEL CENTERS UPON THE COMPLETION OF THEIR DEVELOPMENT AT A PRICE OF UP TO $118 MILLION. THESE SEVERAL AGREEMENTS CREATE SEPARATE CONTRACTUAL OBLIGATIONS. THE SEVERAL OBLIGATIONS ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF LARGE, COMPLEX REAL ESTATE TRANSACTIONS. SOME OF THESE TERMS AND CONDITIONS MAY NOT BE SATISFIED AND, AS A RESULT, SOME OF THESE TRANSACTIONS MAY BE DELAYED, MAY NOT OCCUR OR THE TERMS MAY CHANGE.
· THIS CURRENT REPORT STATES THAT THE AMOUNT OF CONSIDERATION EXCHANGED BY THE PARTIES FOR THE ASSETS WAS BASED ON THE AGGREGATE FAIR VALUE OF SUCH ASSETS AS DETERMINED BY SPECIAL COMMITTEES OF OUR INDEPENDENT DIRECTORS AND OF HPTS INDEPENDENT TRUSTEES, NONE OF WHOM ARE DIRECTORS OR TRUSTEES OF THE OTHER COMPANY, AND THAT EACH SPECIAL COMMITTEE WAS REPRESENTED BY SEPARATE COUNSEL. AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THESE AGREEMENTS ARE EQUIVALENT TO ARMS LENGTH AGREEMENTS BETWEEN UNRELATED PARTIES. WE AND HPT ARE AFFILIATED BECAUSE HPT IS OUR LARGEST SHAREHOLDER, BECAUSE WE AND HPT HAVE A COMMON BOARD MEMBER, BECAUSE
BOTH WE AND HPT CONTRACT FOR CERTAIN MANAGEMENT SERVICES FROM THE SAME COMPANY, AND OTHERWISE. ALSO, AN AGREEMENT ENTERED BETWEEN HPT AND US AT THE TIME WE WERE SPUN OUT TO HPT SHAREHOLDERS AND WE BECAME A SEPARATE PUBLIC COMPANY GRANTS HPT CERTAIN RIGHTS OF FIRST REFUSAL REGARDING CERTAIN OF OUR REAL ESTATE TRANSACTIONS. ACCORDINGLY, WE CAN PROVIDE NO ASSURANCE THAT THE AGREEMENTS ANNOUNCED TODAY ARE EQUIVALENT TO ARMS LENGTH TRANSACTIONS.
· IT IS DIFFICULT TO ESTIMATE THE COST OF TRAVEL CENTER DEVELOPMENT. THE FINAL COST OF THE DEVELOPMENT OF THE FIVE TRAVEL CENTERS WE AGREED TO SELL TO AND LEASE BACK FROM HPT MAY BE GREATER THAN $118 MILLION AND HPT MAY NOT AGREE TO PAY THAT INCREASED COST. MOREOVER, IF HPT PAYS INCREASED COSTS OF THESE DEVELOPMENT PROJECTS, THE RENT WE WILL BE REQUIRED TO PAY LIKELY WILL INCREASE.
THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION RISK FACTORS IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SECS WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
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Amended and Restated Lease No. 1, dated June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith) |
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10.2 |
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Amended and Restated Lease No. 2, dated June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith) |
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10.3 |
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Amended and Restated Lease No. 3, dated June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith) |
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10.4 |
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Amended and Restated Lease No. 4, dated June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith) |
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10.5 |
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Guaranty Agreement, dated June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (filed herewith) |
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10.6 |
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Guaranty Agreement, dated June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (filed herewith) |
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10.7 |
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Guaranty Agreement, dated June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (filed herewith) |
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10.8 |
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Guaranty Agreement, dated June 9, 2015, by TravelCenters of America LLC and TravelCenters of America |
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Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (filed herewith) |
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10.9 |
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Amendment to Lease Agreement, dated June 9, 2015, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (filed herewith) |
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10.10 |
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Property Exchange Agreement, dated June 9, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, the Registrant and TA Operating LCC (filed herewith) |
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10.11 |
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Transaction Agreement, dated June 1, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC, TA Leasing LLC, and TA Operating LLC (incorporated by reference to Exhibit 10.1 to our Current Report on 8-K filed on June 5, 2015) |
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99.1 |
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Pro forma financial statements (filed herewith) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TRAVELCENTERS OF AMERICA LLC |
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Date: June 12, 2015 |
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By: |
/s/ ANDREW J. REBHOLZ |
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Andrew J. Rebholz |
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Executive Vice President, Chief Financial Officer
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EXHIBIT 10.1
AMENDED AND RESTATED LEASE AGREEMENT NO. 1,
dated as of June 9, 2015,
by and between
HPT TA PROPERTIES TRUST and HPT TA PROPERTIES LLC,
AS LANDLORD,
AND
TA OPERATING LLC ,
AS TENANT
ARTICLE 1 DEFINITIONS |
1 |
1.1 AAA |
1 |
1.2 Additional Charges |
1 |
1.3 Additional Rent |
1 |
1.4 Affiliated Person |
1 |
1.5 Agreement |
2 |
1.6 Applicable Laws |
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1.7 Arbitration Award |
2 |
1.8 Award |
2 |
1.9 Base Gross Revenues |
2 |
1.10 Base Year |
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1.11 Business Day |
2 |
1.12 Capital Addition |
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1.13 Capital Expenditure |
2 |
1.14 Capital Replacements Budget |
3 |
1.15 Change in Control |
3 |
1.16 Claim |
3 |
1.17 Code |
3 |
1.18 Commencement Date |
3 |
1.19 Condemnation |
3 |
1.20 Condemnor |
3 |
1.21 Consolidated Financials |
3 |
1.22 Default |
4 |
1.23 Disbursement Rate |
4 |
1.24 Disputes |
4 |
1.25 Distribution |
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1.26 Easement Agreement |
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1.27 Encumbrance |
4 |
1.28 Entity |
4 |
1.29 Environment |
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1.30 Environmental Obligation |
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1.31 Environmental Notice |
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1.32 Environmental Report |
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1.33 Event of Default |
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1.34 Excess Gross Revenues |
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1.35 Existing Third Party Trade Names and Service Mark Rights |
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1.36 Extended Term |
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1.37 Fair Market Value Rent |
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1.38 Financial Officers Certificate |
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1.39 Fiscal Year |
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1.40 Fixed Term |
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1.41 Fixtures |
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1.42 GAAP |
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1.43 Government Agencies |
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1.44 Gross Revenues |
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1.45 Ground Leases |
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1.46 Guarantor |
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1.47 Guaranty |
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1.48 Hazardous Substances |
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1.49 Immediate Family |
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1.50 Impositions |
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1.51 Indebtedness |
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1.52 Insurance Requirements |
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1.53 Interest Rate |
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1.54 Land |
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1.55 Landlord |
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1.56 Landlord Default |
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1.57 Landlord Liens |
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1.58 Lease Year |
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1.59 Leased Improvements |
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1.60 Leased Intangible Property |
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1.61 Leased Property |
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1.62 Legal Requirements |
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1.63 Lien |
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1.64 Management Agreement |
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1.65 Manager |
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1.66 Minimum Rent |
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1.67 New Property |
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1.68 Notice |
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1.69 Offer |
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1.70 Officers Certificate |
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1.71 Operating Rights |
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1.72 Original Lease |
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1.73 Other Leases |
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1.74 Overdue Rate |
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1.75 Parent |
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1.76 Percentage Reduction |
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1.77 Permitted Encumbrances |
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1.78 Permitted Use |
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1.79 Person |
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1.80 Prior Rent |
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1.81 Property |
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1.82 Property Mortgage |
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1.83 Property Mortgagee |
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1.84 Real Property |
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1.85 Rent |
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1.86 RMR |
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1.87 Rules |
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1.88 SARA |
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1.89 SEC |
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1.90 Shell |
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1.91 Shell Agreement |
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1.92 Shell SNDA |
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1.93 State |
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1.94 Subordinated Creditor |
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1.95 Subordination Agreement |
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1.96 Subsidiary |
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1.97 Successor Landlord |
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1.98 Superior Landlord |
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1.99 Superior Lease |
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1.100 Superior Mortgage |
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1.101 Superior Mortgagee |
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1.102 TA Franchise Agreement |
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1.103 TCA |
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1.104 Tenant |
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1.105 Tenants Personal Property |
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1.106 Term |
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1.107 Transferred Trademarks |
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1.108 Travel Center |
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1.109 UCC |
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1.110 Unsuitable for Its Permitted Use |
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1.111 Work |
13 |
ARTICLE 2 LEASED PROPERTY AND TERM |
13 |
2.1 Leased Property |
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2.2 Condition of Leased Property |
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2.3 Term |
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2.4 Extended Terms |
15 |
ARTICLE 3 RENT |
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3.1 Rent |
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3.1.1 Minimum Rent |
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3.1.2 Additional Rent |
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3.1.3 Additional Charges |
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3.2 Late Payment of Rent, Etc. |
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3.3 Net Lease, Etc. |
20 |
3.4 No Termination, Abatement, Etc. |
20 |
ARTICLE 4 USE OF THE LEASED PROPERTY |
21 |
4.1 Permitted Use |
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4.1.1 Permitted Use |
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4.1.2 Necessary Approvals |
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4.1.3 Lawful Use, Etc. |
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4.2 Compliance with Legal/Insurance Requirements, Etc. |
23 |
4.3 Environmental Matters |
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4.3.1 Restriction on Use, Etc. |
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4.3.2 Environmental Report |
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4.3.3 Underground Storage Tanks |
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4.3.4 Survival |
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4.4 Ground Leases |
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4.5 Shell Agreement |
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ARTICLE 5 MAINTENANCE AND REPAIRS |
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5.1 Maintenance and Repair |
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5.1.1 Tenants General Obligations |
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5.1.2 Landlords Obligations |
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5.1.3 Nonresponsibility of Landlord, Etc. |
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5.2 Tenants Personal Property |
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5.3 Yield Up |
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5.4 Management and Franchise Agreements |
28 |
ARTICLE 6 IMPROVEMENTS, ETC. |
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6.1 Improvements to the Leased Property |
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6.2 Salvage |
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ARTICLE 7 LIENS |
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ARTICLE 8 PERMITTED CONTESTS |
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ARTICLE 9 INSURANCE AND INDEMNIFICATION |
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9.1 General Insurance Requirements |
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9.2 Waiver of Subrogation |
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9.3 Form Satisfactory, Etc. |
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9.4 No Separate Insurance; Self-Insurance |
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9.5 Indemnification of Landlord |
31 |
ARTICLE 10 CASUALTY |
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10.1 Insurance Proceeds |
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10.2 Damage or Destruction |
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10.2.1 Damage or Destruction of Leased Property |
32 |
10.2.2 Partial Damage or Destruction |
33 |
10.2.3 Insufficient Insurance Proceeds |
33 |
10.2.4 Disbursement of Proceeds |
33 |
10.3 Damage Near End of Term |
34 |
10.4 Tenants Personal Property |
34 |
10.5 Restoration of Tenants Personal Property |
34 |
10.6 No Abatement of Rent |
34 |
10.7 Waiver |
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ARTICLE 11 CONDEMNATION |
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11.1 Total Condemnation, Etc. |
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11.2 Partial Condemnation |
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11.3 Abatement of Rent |
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11.4 Temporary Condemnation |
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11.5 Allocation of Award |
36 |
ARTICLE 12 DEFAULTS AND REMEDIES |
37 |
12.1 Events of Default |
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12.2 Remedies |
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12.3 Tenants Waiver |
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12.4 Application of Funds |
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12.5 Landlords Right to Cure Tenants Default |
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ARTICLE 13 HOLDING OVER |
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ARTICLE 14 LANDLORD DEFAULT |
41 |
ARTICLE 15 PURCHASE OF TENANTS PERSONAL PROPERTY |
41 |
ARTICLE 16 SUBLETTING AND ASSIGNMENT |
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16.1 Subletting and Assignment |
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16.2 Required Sublease Provisions |
43 |
16.3 Permitted Sublease |
44 |
16.4 Sublease Limitation |
44 |
ARTICLE 17 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS |
44 |
17.1 Estoppel Certificates |
44 |
17.2 Financial Statements |
45 |
ARTICLE 18 LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT |
46 |
18.1 Inspection |
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18.2 Quality Control |
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18.3 Transferred Trademarks, Registration and Maintenance |
46 |
18.4 Enforcement |
46 |
ARTICLE 19 EASEMENTS |
46 |
19.1 Grant of Easements |
46 |
19.2 Exercise of Rights by Tenant |
47 |
19.3 Permitted Encumbrances |
47 |
ARTICLE 20 PROPERTY MORTGAGES |
47 |
20.1 Landlord May Grant Liens |
47 |
20.2 Subordination of Lease |
47 |
20.3 Notice to Mortgagee and Superior Landlord |
48 |
ARTICLE 21 ADDITIONAL COVENANTS OF LANDLORD AND TENANT |
49 |
21.1 Prompt Payment of Indebtedness |
49 |
21.2 Conduct of Business |
49 |
21.3 Maintenance of Accounts and Records |
49 |
21.4 Notice of Litigation, Etc. |
49 |
21.5 Indebtedness of Tenant |
50 |
21.6 Distributions, Payments to Affiliated Persons, Etc. |
50 |
21.7 Prohibited Transactions |
50 |
21.8 Liens and Encumbrances |
51 |
21.9 Merger; Sale of Assets; Etc. |
51 |
21.10 Bankruptcy Remote Entities |
51 |
21.11 Trade Area Restriction |
51 |
ARTICLE 22 ARBITRATION |
52 |
ARTICLE 23 MISCELLANEOUS |
54 |
23.1 Limitation on Payment of Rent |
54 |
23.2 No Waiver |
54 |
23.3 Remedies Cumulative |
54 |
23.4 Severability |
54 |
23.5 Acceptance of Surrender |
55 |
23.6 No Merger of Title |
55 |
23.7 Conveyance by Landlord |
55 |
23.8 Quiet Enjoyment |
55 |
23.9 No Recordation |
55 |
23.10 Notices |
55 |
23.11 Construction |
56 |
23.12 Counterparts; Headings |
57 |
23.13 Applicable Law, Etc. |
57 |
23.14 Right to Make Agreement |
57 |
23.15 Attorneys Fees |
57 |
AMENDED AND RESTATED LEASE AGREEMENT NO. 1
THIS AMENDED AND RESTATED LEASE AGREEMENT NO. 1 is entered into as of June 9, 2015, by and between 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 ).
W I T N E S S E T H :
WHEREAS, Landlord and Tenant (as successor by merger with TA Leasing LLC) are parties to that certain Lease Agreement, dated as of January 31, 2007, as amended (as so amended, the Original Lease ); and
WHEREAS , Landlord and Tenant wish to amend and restate the Original Lease into four (4) separate leases, add certain new properties to such four (4) separate leases and make certain other modifications thereto as herein set forth;
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, effective as of the date hereof, as follows:
ARTICLE 1
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (c) all references in this Agreement to designated Articles, Sections and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement, and (d) the words herein, hereof, hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.
1.1 AAA shall have the meaning given such term in Article 22 .
1.2 Additional Charges shall have the meaning given such term in Section 3.1.3 .
1.3 Additional Rent shall have the meaning given such term in Section 3.1.2(a) .
1.4 Affiliated Person shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other
Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).
1.5 Agreement shall mean this Amended and Restated Lease Agreement No. 1, including all exhibits attached hereto, as it and they may be amended from time to time as herein provided.
1.6 Applicable Laws shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, conservation of, or the protection of, real or personal property, Transferred Trademarks or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.
1.7 Arbitration Award shall have the meaning given such term in Article 22 .
1.8 Award shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).
1.9 Base Gross Revenues shall mean, with respect to any Property, the amount of Gross Revenues for such Property for the Base Year.
1.10 Base Year shall mean the 2015 calendar year.
1.11 Business Day shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.
1.12 Capital Addition shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.
1.13 Capital Expenditure shall mean any expenditure treated as capital in nature in accordance with GAAP.
1.14 Capital Replacements Budget shall have the meaning given such term in Section 5.1.1(b) .
1.15 Change in Control shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any other Person (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c) or (d) of this definition), (c) any one or more sales or conveyances to any Person of all or any material portion of its assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, as the case may be, or (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on January 31, 2007) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor, as the case may be, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the board of directors of Tenant or any Guarantor then in office.
1.16 Claim shall have the meaning given such term in Article 8 .
1.17 Code shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.
1.18 Commencement Date shall mean the date hereof.
1.19 Condemnation shall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.
1.20 Condemnor shall mean any public or quasi-public Person, having the power of Condemnation.
1.21 Consolidated Financials shall mean, for any Fiscal Year or other accounting period of TCA, annual audited and quarterly unaudited financial statements of TCA prepared on a consolidated basis, including TCAs consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the
corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.
1.22 Default shall mean any event or condition which with the giving of notice and/or lapse of time would be an Event of Default.
1.23 Disbursement Rate shall mean an annual rate of interest, as of the date of determination, equal to the greater of (i) the Interest Rate and (ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred fifty (350) basis points.
1.24 Disputes shall have the meaning given such term in Article 22 .
1.25 Distribution shall mean (a) any declaration or payment of any dividend (except ordinary cash dividends payable in common stock or other equity interests of Tenant) on or in respect of any shares of any class of capital stock or other equity interests of Tenant, (b) any purchase, redemption, retirement or other acquisition of any shares of any class of capital stock of a corporation, (c) any other distribution on or in respect of any shares of any class of capital stock of Tenant or (d) any return of capital to shareholders.
1.26 Easement Agreement shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .
1.27 Encumbrance shall have the meaning given such term in Section 20.1 .
1.28 Entity shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.
1.29 Environment shall mean soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.
1.30 Environmental Obligation shall have the meaning given such term in Section 4.3.1 .
1.31 Environmental Notice shall have the meaning given such term in Section 4.3.1 .
1.32 Environmental Report shall have the meaning given such term in Section 4.3.2 .
1.33 Event of Default shall have the meaning given such term in Section 12.1 .
1.34 Excess Gross Revenues shall mean, with respect to any Property, with respect to any Lease Year, or portion thereof, the amount of Gross Revenues for such Property for such
Lease Year, or portion thereof, in excess of Base Gross Revenues for such Property for the equivalent period during the Base Year.
1.35 Existing Third Party Trade Names and Service Mark Rights shall mean the rights as set forth in any TA Franchise Agreement in effect as of January 31, 2007 licensed to third parties in the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto which constitute a part of the Transferred Trademarks.
1.36 Extended Term shall have the meaning given such term in Section 2.4 .
1.37 Fair Market Value Rent shall mean the per annum minimum rent which would be payable monthly in advance for the applicable Property or the Leased Property (as the case may be) in its then current condition and for its then current use, on the terms and conditions of this Agreement (including, without limitation, the obligation to pay Additional Rent).
1.38 Financial Officers Certificate shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.
1.39 Fiscal Year shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.
1.40 Fixed Term shall have the meaning given such term in Section 2.3 .
1.41 Fixtures shall have the meaning given such term in Section 2.1(d) .
1.42 GAAP shall mean generally accepted accounting principles consistently applied.
1.43 Government Agencies shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Travel Center operated thereon.
1.44 Gross Revenues shall mean, with respect to any Property, for each Fiscal Year during the Term, all revenues and receipts (determined on an accrual basis and in all material
respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all goods sold, services performed, space or facilities subleased on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: allowances according to GAAP for uncollectible accounts, including credit card accounts and other administrative discounts; federal, state or municipal excise, sales, use, occupancy or similar taxes included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Travel Center located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; interest income from any bank account or investment of Tenant; any revenues or receipts of every kind derived from the provision, sale or trade of motor fuel and gasoline at such Property (including, without limitation, any amounts that arise out of the Shell Agreement); any revenues or receipts derived from gaming operations (but Gross Revenues shall include any revenue or receipts derived from sales of lottery tickets without adjustment for payouts); or any amount based on the income or profits of any Person if as a consequence thereof the Rent or other amounts payable by Tenant hereunder would fail to qualify, in whole or in part, as rents from real property within the meaning of Section 856(d) of the Code.
1.45 Ground Leases shall mean, collectively, any and all ground leases in effect with respect to any portion of the Real Property.
1.46 Guarantor shall mean, collectively, TCA, TravelCenters of America Holding Company LLC, and each and every other guarantor of Tenants obligations under this Agreement, and each such guarantors successors and assigns, jointly and severally.
1.47 Guaranty shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenants obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.
1.48 Hazardous Substances shall mean any substance:
(a) the presence of which requires or may hereafter require notification, investigation or remediation under any Applicable Law; or
(b) which is or becomes defined as a hazardous waste, hazardous material or hazardous substance or pollutant or contaminant under any Applicable Law including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or
(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Agencies; or
(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons; or
(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or
(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or
(g) without limitation, which contains or emits radioactive particles, waves or material.
1.49 Immediate Family shall mean, with respect to any individual, such individuals spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.
1.50 Impositions shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, occupancy, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted upon the Leased Property by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlords interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term Impositions shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Property Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by
Tenant of its obligations pursuant to Section 3.1.3 , (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a United States person as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlords conduct or operation or as a result of the negligence or willful misconduct of Landlord.
1.51 Indebtedness shall mean (without duplication), (i) all obligations for borrowed money, (ii) the maximum amount available to be drawn under all surety bonds, letters of credit and bankers acceptances issued or created for the account of Tenant and, without duplication, all unreimbursed drafts drawn thereunder, (iii) all obligations to pay the deferred purchase price of property or services, excluding trade payables incurred in the ordinary course of business, but including all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by Tenant, (iv) all leases required, in accordance with GAAP, to be recorded as capital leases on Tenants balance sheet, (v) the principal balance outstanding and owing by Tenant under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, and (vi) all guaranties of or other liabilities with respect to the debt of another Person.
1.52 Insurance Requirements shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.
1.53 Interest Rate shall mean eight and one half percent (8.5%) per annum.
1.54 Land shall have the meaning given such term in Section 2.1(a) .
1.55 Landlord shall have the meaning given such term in the preambles to this Agreement and shall also include their respective permitted successors and assigns.
1.56 Landlord Default shall have the meaning given such term in Article 14 .
1.57 Landlord Liens shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that Landlord Lien shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.
1.58 Lease Year shall mean any Fiscal Year or portion thereof during the Term.
1.59 Leased Improvements shall have the meaning given such term in Section 2.1(b) .
1.60 Leased Intangible Property shall mean all agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits and telephone exchange numbers identified with the Leased Property; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.
1.61 Leased Property shall have the meaning given such term in Section 2.1 .
1.62 Legal Requirements shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlords status as a real estate investment trust.
1.63 Lien shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.
1.64 Management Agreement shall mean, with respect to any Property, any operating, management, franchise or branding agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto, excluding, however, any TA Franchise Agreement.
1.65 Manager shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.
1.66 Minimum Rent shall mean Forty-Seven Million Three Hundred Ninety-Two Thousand Three Hundred and Two Dollars ($47,392,302) per annum, subject to adjustment as provided in Section 3.1.1(b) .
1.67 New Property shall mean each Property identified on Exhibit B attached hereto.
1.68 Notice shall mean a notice given in accordance with Section 23.10 .
1.69 Offer shall have the meaning given such term in Section 4.1.1(b) .
1.70 Officers Certificate shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.
1.71 Operating Rights shall have the meaning given such term in Section 5.3 .
1.72 Original Lease shall have the meaning given such term in the recitals to this Agreement.
1.73 Other Leases shall mean, collectively, (a) that certain Amended and Restated Lease Agreement No. 2, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (b) that certain Amended and Restated Lease Agreement No. 3, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (c) that certain Amended and Restated Lease Agreement No. 4, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto.
1.74 Overdue Rate shall mean, on any date, a per annum rate of interest equal to the lesser of the Disbursement Rate plus four percent (4%) and the maximum rate then permitted under applicable law.
1.75 Parent shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.
1.76 Percentage Reduction shall be eight and one-half percent (8.5%) other than for any New Property, as to which the Percentage Reduction shall be eight and six tenths percent (8.6%).
1.77 Permitted Encumbrances shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owners or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.
1.78 Permitted Use shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .
1.79 Person shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.
1.80 Prior Rent shall have the meaning given such term in Section 2.4 .
1.81 Property shall have the meaning given such term in Section 2.1 .
1.82 Property Mortgage shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .
1.83 Property Mortgagee shall mean the holder of any Property Mortgage.
1.84 Real Property shall have the meaning given such term in Section 2.1 .
1.85 Rent shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.
1.86 RMR shall have the meaning given such term in Article 22 .
1.87 Rules shall have the meaning given such term in Article 22 .
1.88 SARA shall mean the Superfund Amendments and Reauthorization Act of 1986, as the same has been and may be amended, restated, modified or supplemented from time to time.
1.89 SEC shall mean the Securities and Exchange Commission.
1.90 Shell shall mean Equilon Enterprises LLC (doing business as Shell Oil Products US), a Delaware limited liability company.
1.91 Shell Agreement shall mean that certain Liquefied Natural Gas Dispensing Site License and Sales Agreement, dated as of April 15, 2013, between Tenant and Shell, together with all modifications, amendments and supplements thereto.
1.92 Shell SNDA shall have the meaning given such term in Section 4.5.
1.93 State shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.
1.94 Subordinated Creditor shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.
1.95 Subordination Agreement shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenants obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenants obligations to Landlord under this Agreement.
1.96 Subsidiary shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).
1.97 Successor Landlord shall have the meaning given such term in Section 20.2 .
1.98 Superior Landlord shall have the meaning given such term in Section 20.2 .
1.99 Superior Lease shall have the meaning given such term in Section 20.2 .
1.100 Superior Mortgage shall have the meaning given such term in Section 20.2 .
1.101 Superior Mortgagee shall have the meaning given such term in Section 20.2 .
1.102 TA Franchise Agreement shall mean a franchise agreement and, if applicable, any network lease agreement associated with such franchise agreement, between TCA, or one of its Affiliated Persons, as franchisor, and a Person who is not an Affiliated Person of TCA, as franchisee, for the operation of a Travel Center or other hospitality, fuel and/or service facility by such Person.
1.103 TCA shall mean TravelCenters of America LLC, a Delaware limited liability company, and its permitted successors and assigns.
1.104 Tenant shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.
1.105 Tenants Personal Property shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant acquired by Tenant before, on or after the Commencement Date and located at the Leased Property or used in Tenants business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definition of Fixtures.
1.106 Term shall mean, collectively, the Fixed Term and each Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.
1.107 Transferred Trademarks shall mean all trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, owned by or licensed to Landlord and used in connection with any Travel Center or any other hospitality, fuel and service facility including without limitation trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, such as TravelCenters of America, TA, Goasis, Country Pride, Fork in the Road and Buckhorn Family Restaurants whether or not used at or on the Real Property; and all other licensable intellectual property of any kind or character belonging to Landlord with respect to the Leased Property.
1.108 Travel Center shall mean, with respect to any Property, collectively, the hospitality, fuel and service facilities located at such Property, including, hotel, food and beverage services facilities, fuel pumps, facilities for the storage and distribution of petroleum products, retail shops and other facilities and services being operated or proposed to be operated on such Property.
1.109 UCC shall mean the Uniform Commercial Code as in effect in the State of Ohio.
1.110 Unsuitable for Its Permitted Use shall mean, with respect to any Travel Center, a state or condition such that following any damage, destruction or Condemnation, such Travel Center cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage, destruction or Condemnation, and as otherwise required by this Agreement, within twenty-four (24) months following such damage, destruction or Condemnation or such longer period of time as to which business interruption insurance or Award proceeds is available to cover Rent and other costs related to the applicable Property following such damage, destruction or Condemnation.
1.111 Work shall have the meaning given such term in Section 10.2.4 .
ARTICLE 2
LEASED PROPERTY AND TERM
2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases and licenses to Tenant and Tenant leases and licenses from Landlord all of Landlords right, title and interest in and to all of the following (each of items (a) through (f) below which, as of the Commencement Date, relates to any single Travel Center, a Property and together with item (g) below, collectively, the Leased Property , and those portions of the Leased Property described in items (a) through (d) below being the Real Property ):
(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-39 , attached hereto and made a part hereof (the Land );
(b) all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the Leased Improvements );
(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;
(d) all equipment, machinery and fixtures integral to the operation of the Leased Improvements, and other items of property now or hereafter permanently affixed or integral to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers,
heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenants Personal Property (collectively, the Fixtures );
(e) all of the Leased Intangible Property;
(f) any and all leases of space in the Leased Improvements; and
(g) all of the Transferred Trademarks whether or not used at or on any Property (such rights of Tenant in the Transferred Trademarks being nonexclusive, worldwide, non-assignable but sublicensable to the extent expressly set forth in this Agreement).
2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its as is condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the Commencement Date or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORDS AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlords rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlords or Tenants name, all at Tenants sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys fees) incurred by Landlord in connection with such cooperation.
2.3 Term . The initial term of this Agreement (the Fixed Term ) shall commence on the Commencement Date and shall expire on December 31, 2029.
The term hereof with respect to the Existing Third Party Trade Names and Service Mark Rights shall be co-terminous with the duration of the third party rights thereto as of January 31, 2007 and may extend beyond the Term, as the same may be extended pursuant to Paragraph 2.4 hereof, or any earlier termination of the Term hereof (but not later than December 31, 2027), and Tenants obligations hereunder to Landlord with respect to any such Existing Third Party Trade Names and Service Mark Rights shall apply throughout such additional period as if it were part of the Term; Tenant hereby representing that such extension for the period beyond what would have been the Term had it expired by passage of time does not apply to more than five (5) Travel Centers or other hospitality, fuel and service facilities in the aggregate.
2.4 Extended Terms . Tenant shall have the right to extend the Term for two (2) renewal terms of fifteen (15) years each (each, an Extended Term ), provided that no Event of Default shall have occurred and be continuing at the time Tenant exercises a right to extend the Term.
If and to the extent Tenant shall exercise the foregoing options to extend the Term, the first Extended Term shall commence on January 1, 2030 and expire on December 31, 2044 and the second Extended Term shall commence on January 1, 2045 and expire on December 31, 2059. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that (x) the Minimum Rent payable during such Extended Term shall be the greater of the Prior Rent and the Fair Market Value Rent for the Leased Property (such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord) (taking into account that the Base Year shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2059. For purposes of this Section 2.4, Prior Rent shall mean an amount equal to the per annum Minimum Rent in effect on the last day of the Fixed Term or Extended Term immediately preceding such Extended Term. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than December 31, 2028, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2043, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlords option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.
ARTICLE 3
RENT
3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.
3.1.1 Minimum Rent
(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.
(b) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed.
3.1.2 Additional Rent
(a) Amount . Tenant shall pay additional rent ( Additional Rent ) with respect to each Lease Year during the Term subsequent to the Base Year, with respect to each Property, in an amount equal to three percent (3%) of Excess Gross Revenues at such Property.
(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears, on the first Business Day of the subsequent quarter, together with an Officers Certificate setting forth the calculation of Additional Rent due and payable for such quarter.
(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such report is true, correct and complete, and (ii) a statement showing Tenants calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report,
together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such statement is true, correct and complete.
If the annual Additional Rent for such preceding Lease Year as set forth in Tenants statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.
(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenants books and records and/or to retain an independent public accounting firm of Landlords choice to audit the information set forth in the Officers Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenants books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officers Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenants business operations. If any such review of Tenants books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been
made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlords option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22 .
Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.
3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or cause to be discharged) as and when due and payable the following (collectively, Additional Charges ):
(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the
unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlords net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .
Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided , however , that Landlords failure to give any such notice shall in no way diminish Tenants obligation hereunder to pay such Impositions.
(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.
(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .
(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, all amounts payable under any equipment leases and all agreements to indemnify Landlord under Section 9.5 .
(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement, Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.
(f) Deferral Rent . Tenant shall pay to Landlord, contemporaneously with the last installment of Minimum Rent attributable to the Fixed Term (or if earlier, on or before the termination of this Agreement), the amount of Twenty-Seven Million Four Hundred Twenty-One Thousand Two Hundred and Seven Dollars ($27,421,207).
3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent or Additional Rent or any Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid on its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment or amount to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Property Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.
In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost which is added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Agreement or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Additional Rent.
3.3 Net Lease, Etc. The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent. Landlord and Tenant acknowledge and agree that none of the Rent provided for under this Agreement is allocable to any personal property included in the Leased Property.
3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled
to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation; (b) the lawful or unlawful prohibition of, or restriction upon, Tenants use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.
ARTICLE 4
USE OF THE LEASED PROPERTY
4.1 Permitted Use
4.1.1 Permitted Use
(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name TA, Travel Centers of America or Goasis, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of January 31, 2007, except that Tenant may operate the Travel Centers at the Properties identified on Exhibit C attached hereto under the name Petro or Petro Stopping Centers. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other
insurance policies required to be carried hereunder, or fire underwriters regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.
(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided , however , in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an Offer ) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option (x) the applicable Percentage Reduction of the projected net proceeds determined by reference to such Offer or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this Section 4.1.1(b) with respect to more than 15 Properties in the aggregate under this Agreement and the Other Leases during the Term. For purposes of the preceding sentence, Properties shall include any Property under this Lease and any Property (as defined therein) under any Other Lease.
4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Travel Center located thereon under applicable law.
4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to, use or suffer or permit the use of any Property or Tenants Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Travel Center, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (i) may materially and adversely impair Landlords or Tenants title thereto or to any portion thereof, or (ii) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.
4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (i) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (ii) perform (or cause to be performed) in a timely fashion all of Landlords obligations under any ground lease affecting any Property except as provided in Section 4.4 and (iii) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, permits and other authorizations and agreements required for any use of any Property and Tenants Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.
4.3 Environmental Matters .
4.3.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store on, release or spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly (and shall direct any Manager to promptly): (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Law, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect to Hazardous Substances or violations or alleged violations of Applicable Law (each an Environmental Notice ), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Law and/or presents a material risk of any material cost, expense, loss or damage (an Environmental Obligation ), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, storage, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use, storage or maintenance, or requiring the removal, treatment, containment or other disposition of Hazardous Substances, and (e) pay or otherwise
dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related to Hazardous Substances or violations of Applicable Law for which Tenant or any Person claiming by, through or under Tenant and/or Landlord are legally liable, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.
If, at any time prior to the termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on any Property, subject to Tenants right to contest the same in accordance with Article 8 , Tenant shall take (and shall cause to be taken) all actions and incur any and all expenses, as are required by any Government Agency and by Applicable Law, (i) to clean up and remove from and about such Property all Hazardous Substances thereon, (ii) to contain and prevent any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property and (iii) to use good faith efforts to eliminate any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property.
4.3.2 Environmental Report . Tenant shall, at its sole cost and expense, provide Landlord with an Environmental Report (as hereinafter defined), prepared by an environmental consultant reasonably acceptable to Landlord and dated within sixty (60) days of the expiration or sooner termination of this Agreement concluding, subject to customary limitations and standards, that Tenant shall have complied with all of its obligations under Section 4.3 of this Agreement to date and that the Leased Property does not contain any Hazardous Substances, other than in compliance with Applicable Laws, and which, at Landlords request, Tenant shall remove from the Leased Property on or before the expiration or sooner termination hereof. An Environmental Report shall be a so-called Phase I report or such other level of investigation which shall be the standard of diligence in the purchase or lease of similar property at the time, together with any additional investigation and report which would be needed to make the conclusions required above or which would customarily follow any discovery contained in any initial report(s), and for which the investigation and testing on which the conclusions shall have been based shall have been performed not earlier than thirty (30) days prior to the date of such report.
4.3.3 Underground Storage Tanks . It is expressly understood and agreed that Tenants obligations under this Agreement shall include the maintenance and, if necessary, replacement of underground storage tanks at the Leased Property. Upon the expiration or sooner termination of this Agreement, Tenant shall pay to Landlord the amount of any asset retirement obligation reserve for underground storage tanks located at the Leased Property that Tenant would be required to recognize on its books and records pursuant to GAAP if Tenant owned those underground storage tanks. Upon such payment, Tenants obligations under this Agreement with respect to the maintenance and replacement of underground storage tanks shall terminate.
4.3.4 Survival . The provisions of this Section 4.3 shall survive the expiration or sooner termination of this Agreement.
4.4 Ground Leases . Tenant shall pay and perform all of Landlords obligations as tenant under the Ground Leases. If Landlord has the right, under the provisions of any of the
Ground Leases, to elect to renew or extend the term of such Ground Leases or to purchase the ground leased property, Tenant shall so notify Landlord at least one hundred eighty (180) days (but no more than one (1) year) prior to the expiration of the period within which Landlord is obligated to notify the landlord under such Ground Leases of its election to renew, extend or purchase, as the case may be. Such notice from Tenant shall contain all of the relevant facts about the impending election to renew, extend or purchase, including, as applicable, the length of the period of renewal, the rental rate and/or the purchase price. In the event of the expiration or termination of any Ground Lease, this Agreement shall terminate with respect to such Property as of the date of such expiration or termination; provided , however , in such event, there shall be no reduction in the Minimum Rent. Landlord shall provide Tenant copies of notices received by Landlord from the lessor under any Ground Lease.
4.5 Shell Agreement . Tenant shall comply with its obligations under the Shell Agreement and Landlord and Tenant agree that this Agreement and the Other Leases shall, for purposes of Section 2 of the Subordination, Non-Disturbance and Attornment Agreement among Landlord, HPT PSC Properties Trust, HPT PSC Properties LLC, Tenant and Shell entered into as of April 15, 2013 ( Shell SNDA )in connection with the Shell Agreement, constitute a replacement Lease, as defined in the SNDA, for the Original Lease.
ARTICLE 5
MAINTENANCE AND REPAIRS
5.1 Maintenance and Repair
5.1.1 Tenants General Obligations
(a) Tenant shall keep (or cause to be kept), at Tenants sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenants Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenants or any Managers use, any prior use, the elements or the age of the Leased Property or Tenants Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Travel Centers in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenants use, occupancy and maintenance of the Leased Property shall comply with all published requirements imposed from time to time on a system-wide basis for TCA Travel Centers. Tenants obligations under this Section 5.1.1 shall be limited in the event of any casualty
or Condemnation as set forth in Article 10 and Article 11 and Tenants obligations with respect to Hazardous Substances are as set forth in Section 4.3 .
(b) Tenant shall prepare and submit to Landlord for Landlords approval, on or before December 1 of each Lease Year during the Term hereof and for the next following Lease Year, a detailed budget (the Capital Replacements Budget ) for each Property, projecting all costs, expenses and expenditures expected to be incurred at such Property during the following Lease Year for Capital Additions. Each Capital Replacements Budget shall be supplemented by such information as Landlord shall reasonably request from time to time.
5.1.2 Landlords Obligations
(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect on the Commencement Date or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanics lien laws now or hereafter existing.
(b) If, pursuant to the terms of this Agreement, Tenant is required to make any Capital Expenditures, including, without limitation, the Capital Expenditures identified in any Capital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required Capital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenants obligation to make such required Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such Capital Expenditure.
5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased
Property or on Landlords interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.
Nothing contained in this Agreement shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the performance of any labor or the furnishing of any materials for any alteration, addition, improvement or repair to the Leased Property or any part thereof or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Leased Property or any part thereof nor to subject Landlords estate in the Leased Property or any part thereof to liability under any mechanics lien law of any State in any way, it being expressly understood Landlords estate shall not be subject to any such liability.
5.2 Tenants Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenants Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after January 31, 2007, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenants rights and obligations under such agreement upon Landlords purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Travel Center by Landlord or its designee.
5.3 Yield Up . Upon the expiration or sooner termination of this Agreement, Tenant shall remove all of Tenants Personal Property (other than that purchased by Landlord pursuant to Article 15 ) and vacate and surrender the Leased Property to Landlord (except that Tenant shall not surrender its rights to use the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, to the extent necessary for it to comply with its obligations with respect to the Existing Third Party Trade Names and Service Mark Rights until the various dates on which the rights thereto of such third parties expire, to the extent and as more particularly described in Section 2.3 ) in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 , excepted).
In addition, upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlords sole cost and expense, use its good faith efforts to transfer (or cause to be transferred) to Landlord or its nominee, and cooperate with Landlord or Landlords nominee in connection with the processing of all applications for, licenses, operating permits and other governmental authorizations and all contracts, including contracts with Government Agencies and rights with third party franchisors which may be necessary for the use and operation of the Travel Centers as
then operated (all such licenses, permits, authorizations and contracts being Operating Rights ). Tenant hereby appoints Landlord as its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this paragraph and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with Government Agencies, and executing any instruments, assignments, conveyances, and other transfers which are required to be taken or executed by Tenant, on its behalf and in its name, which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution of Tenant.
If requested by Landlord, Tenant shall continue to manage one or more of the Travel Centers after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms (including receipt by Tenant of a market management fee), as Landlord shall reasonably request.
5.4 Management and Franchise Agreements . Tenant shall not, without Landlords prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to Tenants Affiliated Persons), enter into, amend or modify the provisions of, or extend or renew (or allow to be entered into, amended, modified, extended or renewed) any Management Agreement or TA Franchise Agreement. Any agreements entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia , that all amounts due from Tenant thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due from it thereunder) and for termination thereof, at Landlords option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action or consent under, any Management Agreement or TA Franchise Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord. Tenant shall enforce, or cause to be enforced, all rights of the franchisor under the TA Franchise Agreements.
ARTICLE 6
IMPROVEMENTS, ETC.
6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlords prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officers Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property or with respect to any Capital Addition approved in the applicable Capital Replacements Budget and having an aggregate cost not to exceed $250,000. Prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any such proposed improvement and shall provide to Landlord such plans and specifications, and such permits, licenses, contracts and such other information concerning the same as Landlord may reasonably request. Landlord shall have
thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenants proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed improvement shall be deemed to constitute approval of the same. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such proposed improvement and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenants interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlords sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.
6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.
ARTICLE 7
LIENS
Subject to Article 8 , Tenant shall use its best efforts not, directly or indirectly, to create or allow to remain and shall promptly discharge (or cause to be discharged), at its expense, any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property, or any portion thereof, or Tenants leasehold interest therein or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and other encumbrances which are consented to in writing by Landlord, (c) liens for those taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases permitted by Article 16 , (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 8 , (f) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable or are for sums that are being contested in accordance with Article 8 , (g) any Property Mortgages or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.
ARTICLE 8
PERMITTED CONTESTS
Tenant shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, Claims ) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the
foregoing shall in no way be construed as relieving, modifying or extending Tenants obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any ground lease, mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such ground lease, mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8 ) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.
ARTICLE 9
INSURANCE AND INDEMNIFICATION
9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Lease Year, and shall submit such proposal to Landlord on or before December 1 st of the preceding Lease Year, for Landlords review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.
9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective
insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.
9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holders rating of no less than A in Bests latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Five Hundred Thousand Dollars ($500,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of workers compensation insurance coverage, shall name Landlord and any Property Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and workers compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid and shall deliver (or cause to be delivered) policies or certificates thereof to Landlord prior to their effective date (and, with respect to any renewal policy, prior to the expiration of the existing policy). All such policies shall provide Landlord (and any Property Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Property Mortgagee at the times required, Landlord shall have the right, upon Notice to Tenant, but not the obligation, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.
9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Property Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure).
9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent
caused by Landlords gross negligence or willful misconduct: (a) any accident or injury to, or death of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way during the Term, (b) any past, present or future condition or use, misuse, non-use, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property, Tenants Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties relating to any Property or portion thereof or Tenants Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof, including failure to perform obligations under this Agreement, to which Landlord is made a party during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.3.1 ), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlords prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 shall survive the termination of this Agreement.
ARTICLE 10
CASUALTY
10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance or insurance proceeds for Tenants Personal Property) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such losses may be adjusted without Landlords consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of Section 10.2.4 . Any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .
10.2 Damage or Destruction
10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Travel Center located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property,
whereupon, this Agreement shall terminate with respect to such affected Property, Landlord shall be entitled to retain the insurance proceeds payable on account of such damage, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Travel Center, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor, and the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the total amount received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Travel Center located thereon is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Travel Center as provided in Section 10.2.4 .
10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Travel Center exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable in Landlords sole discretion by Notice to Tenant, given within sixty (60) days after Tenants notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.
10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the Work ), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the
repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (i) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ii) general contractors estimates, (iii) architects certificates, (iv) conditional lien waivers of general contractors, if available, (v) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (vi) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing the amount thereof with Landlord and (vii) such other certificates as Landlord may, from time to time, reasonably require.
Landlords obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Property Mortgagee to Landlord.
Tenants obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).
10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Travel Center thereon rendered Unsuitable for Its Permitted Use.
10.4 Tenants Personal Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenants Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenants Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenants Personal Property.
10.5 Restoration of Tenants Personal Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenants Personal Property, or (b) replace such alterations and improvements and Tenants Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.
10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or
destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.
10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.
ARTICLE 11
CONDEMNATION
11.1 Total Condemnation, Etc. If either (i) the whole of any Property shall be taken by Condemnation or (ii) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 . Upon payment to Landlord of any such Award, the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the amount of such Award received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlords sole election by Notice to Tenant given within sixty (60) days after Tenants Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .
Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (b) general contractors estimates, (c) architects certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlords obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Property Mortgage, and the release of such Award by the applicable Property Mortgagee. Tenants obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Property Mortgagee to Landlord.
11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.
11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenants interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. The entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.
11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenants leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenants
Personal Property, the taking of Capital Additions paid for by Tenant and Tenants removal and relocation expenses shall be the sole property of and payable to Tenant. In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.
ARTICLE 12
DEFAULTS AND REMEDIES
12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:
(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due and should such failure continue for a period of five (5) Business Days after Notice thereof from Landlord to Tenant; or
(b) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clause (a) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or
(c) should any obligation of Tenant or any Guarantor in respect of any Indebtedness of Ten Million Dollars ($10,000,000) or more for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or
(d) should an event of default occur and be continuing beyond the expiration of any applicable cure period under any Guaranty; or
(e) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or
(f) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenants or any Guarantors debts under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or
(g) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or
(h) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give Notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or
(i) should there occur any direct or indirect Change in Control of Tenant or any Guarantor, except as otherwise permitted by Article 16 ; or
(j) should there occur any Event of Default (as defined therein) under any Other Lease.
then, and in any such event, Landlord, in addition to all other remedies available to it, may terminate this Agreement with respect to any or all of the Leased Property (except with respect to any Existing Third Party Trade Names and Service Mark Rights to the extent and as more particularly described in Section 2.3) by giving Notice thereof to Tenant and upon the expiration of the time, if any, fixed in such Notice, this Agreement shall terminate with respect to all or the designated portion of the Leased Property and all rights of Tenant under this Agreement with respect thereto shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenants breach of this Agreement.
Upon the termination of this Agreement in connection with any Event of Default, Landlord may, in addition to any other remedies provided herein (including the rights set forth in Section 5.3 ), enter upon the Real Property, or any portion thereof and take possession thereof, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord).
12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any
portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent and Additional Charges to be reasonably calculated by Landlord) which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.
At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages beyond the date of such termination, at Landlords election, Tenant shall pay to Landlord an amount equal to the present value (as reasonably determined by Landlord using a discount rate equal to five percent (5%) per annum) of the excess, if any, of the Rent and other charges which would be payable hereunder from the date of such termination (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Additional Rent and Additional Charges would be the same as payments required for the immediately preceding twelve calendar months, or if less than twelve calendar months have expired since the Commencement Date, the payments required for such lesser period projected to an annual amount) for what would be the then unexpired term of this Agreement if the same remained in effect, over the fair market rental for the same period. Nothing contained in this Agreement shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.
In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may, (a) relet the Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlords option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) may make such reasonable alterations, repairs and decorations in the Leased Property, or any portion thereof, as Landlord, in its sole and absolute discretion, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to relet all or any portion of the Leased Property, or, in the event that the Leased Property is relet, for failure to collect the rent under such reletting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.
Notwithstanding anything to the contrary set forth in this Agreement, if an Event of Default shall be triggered solely with respect to any of Sections 3.1.2(c) , 3.1.2(d) , 5.4 , 9.5(d) , 12.1(c) , 12.1(d) , 12.1(i) , 17.2(a) , 17.2(b) , 21.1 , 21.3 , 21.4 or 21.9 (and not with respect to any other Section of this Agreement), in no event shall the damages recovered by Landlord pursuant to this Agreement exceed an amount equal to the sum of (i) the present value (as reasonably determined by Landlord using a discount rate equal to ten and eight tenths percent (10.8%) per annum) of the Minimum Rent which would be payable hereunder from the date of such termination for what would be the then unexpired Term of this Agreement if the same remained in effect; and (ii) all amounts due and unpaid under this Agreement as of the date of the occurrence of the Event of Default.
12.3 Tenants Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.
12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenants current and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.
12.5 Landlords Right to Cure Tenants Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Real Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlords sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.
ARTICLE 13
HOLDING OVER
Any holding over by Tenant after the expiration or sooner termination of this Agreement shall be treated as a daily tenancy at sufferance at a rate equal to two (2) times the Minimum Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over.
Otherwise, such holding over shall be on the terms and conditions set forth in this Agreement, to the extent applicable. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Agreement.
ARTICLE 14
LANDLORD DEFAULT
If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenants obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a Landlord Default by a second Notice to Landlord and to such Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenants invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.
If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlords Notice of dispute, either may submit the matter for resolution in accordance with Article 22 .
ARTICLE 15
PURCHASE OF TENANTS PERSONAL PROPERTY
Landlord shall have the option to purchase Tenants Personal Property and any other property of any of Tenants subtenants which are Affiliated Persons of Tenant and which is used in connection with the operation of any Travel Center, at the expiration or sooner termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed such as equipment leases, conditional sale contracts and other encumbrances securing such liabilities to which such Personal Property or property of such subtenant is subject. In addition, upon the expiration or sooner termination of this Agreement, Landlord shall have the right (i) to require Tenant or any Affiliated Person of Tenant to grant a perpetual license to Landlord or its nominee all software programs and similar intellectual property owned or licensed by Tenant or any such Affiliated
Person used at the Travel Centers for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed, and (ii) to offer employment to any and all employees of Tenant and any Affiliated Person of Tenant employed at the Travel Centers. Tenant shall cause each Affiliated Person of Tenant to enter into any license and sub-license necessary to effectuate the foregoing and shall not interfere with, and shall cause each such Affiliated Person to cooperate with Landlord and its nominees, and not to interfere with, the exercise of such right.
ARTICLE 16
SUBLETTING AND ASSIGNMENT
16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlords prior written consent (which consent may be given or withheld in Landlords sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.
For purposes of this Section 16.1 , an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant.
If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1 , the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.
Any assignment or transfer of Tenants interest under this Agreement shall be subject to such assignees or transferees delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder.
No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1 .
No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenants interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlords option.
16.2 Required Sublease Provisions . Except for subleases which are terminable at will by Tenant on not more than sixty (60) days prior notice, any sublease of all or any portion of the Leased Property entered into on or after the Commencement Date shall provide (a) that the subtenant shall, at Landlords or Tenants request pursuant to Tenants obligations or Landlords rights under Section 5.3 or Article 15 , transfer as so requested any of its Operating Rights and/or other property relating to such Leased Property (and shall be deemed to have granted Landlord the power of attorney with respect to its Operating Rights and other property as Tenant has granted pursuant to the second sentence of the second paragraph of Section 5.3 ); (b) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (c) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlords option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Property Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) months rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (d) in the event that such subtenant receives a written Notice from Landlord or any Property Mortgagee stating that this Agreement has terminated, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. Such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (a) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (b) in case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.
The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .
16.3 Permitted Sublease . Subject to the provisions of Section 16.2 and Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance without consent, (a) enter into third party agreements or sublease space at any Property for fuel station, restaurant/food service or mechanical repair purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Property Mortgagee may reasonably require, and (b) enter into one or more subleases or licenses with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof (including but without limitation with respect to any trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, constituting part of the Transferred Trademarks), provided such subleases or licenses or sublicenses do not grant any rights beyond the Term. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases, licenses or sublicenses with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (b), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenants (nor any Guarantors) liability for the Rent and other obligations of Tenant under this Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Hospitality Properties Trust is required to file any tax returns in any State where such affected Leased Property is located.
16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet or sublicense the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee or sublicensee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee or sublicensee, any other formula such that any portion of such sublease rental or sublicense would fail to qualify as rents from real property within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord or any Affiliated Person for treatment as a real estate investment trust under the Code.
ARTICLE 17
ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS
17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officers Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a
Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.
17.2 Financial Statements . Tenant shall furnish or cause TCA to furnish, as applicable, the following statements to Landlord:
(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by the Financial Officers Certificate;
(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officers Certificate;
(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of Capital Expenditures prepared on a Property by Property basis and a combined basis, accompanied by a Financial Officers Certificate;
(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith;
(e) promptly after receipt or sending thereof, copies of all notices alleging a material default given or received by Tenant under any Management Agreement or TA Franchise Agreement; and
(f) promptly upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant, any Guarantor, and/or any Affiliated Person of Tenant as Landlord reasonably may request from time to time.
Landlord may at any time, and from time to time, provide any Property Mortgagee with copies of any of the foregoing statements, subject to Landlord obtaining the agreement of such Property Mortgagee to maintain such statements and the information therein as confidential.
ARTICLE 18
LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT
18.1 Inspection . Tenant shall permit Landlord and its authorized representatives to inspect the Leased Property, or any portion thereof, during usual business hours upon not less than forty-eight (48) hours notice and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Agreement, provided that any inspection or repair by Landlord or its representatives will not unreasonably interfere with Tenants use and operation of the Leased Property and further provided that in the event of an emergency, as determined by Landlord in its reasonable discretion, prior Notice shall not be necessary.
18.2 Quality Control . Landlord shall have the right to exercise quality control over the use made by Tenant (and any and all Affiliated Persons and permitted sublicensees) of the Transferred Trademarks to a degree reasonably necessary to maintain the validity and enforceability of the Transferred Trademarks and to protect the goodwill associated therewith. Tenant (and any and all Affiliated Persons and permitted sublicensees) shall not combine the Transferred Trademarks with any other trademarks, service marks, trade names, logos, domain names or other brand-source indicia unless it obtains Landlords prior written consent.
18.3 Transferred Trademarks, Registration and Maintenance . Tenant shall be responsible for trademark registration and maintenance on behalf of Landlord.
18.4 Enforcement . In the event that Tenant (or any Affiliated Person or sublicensee) learns of any infringement or unauthorized use of any of the Transferred Trademarks, it shall promptly notify Landlord. If requested to do so, Tenant (and any and all Affiliated Persons and sublicensees) shall cooperate with and assist Landlord in any action that Landlord may commence to protect its right, title and interest in the Transferred Trademarks, including joining the action as a party if necessary.
ARTICLE 19
EASEMENTS
19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:
(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);
(b) Landlord receives an Officers Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and
(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the requirements of such Managers Management Agreement or that such consent is not required.
19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.
19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.
ARTICLE 20
PROPERTY MORTGAGES
20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ( Encumbrance ) upon the Leased Property, or any portion thereof, or interest therein, whether to secure any borrowing or other means of financing or refinancing.
20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Lease and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called Superior Landlord and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Mortgage and the holder, trustee or beneficiary of a Superior Mortgage is herein called Superior Mortgagee . Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 .
If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, Successor Landlord ), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlords request,
Tenant shall attorn to and recognize the Successor Landlord as Tenants landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlords interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlords obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenants agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b) , and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.
20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Property Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Property Mortgagee or Superior Landlord unless and until a copy of the same is given to such Property Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlords defaults within the applicable notice and cure periods set forth in Article 14 by such Property Mortgagee or Superior Landlord shall be treated as performance by Landlord.
ARTICLE 21
ADDITIONAL COVENANTS OF LANDLORD AND TENANT
21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenants Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenants Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.
21.2 Conduct of Business . Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto) and shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its legal existence and its rights and licenses necessary to conduct such business.
21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.
21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.
21.5 Indebtedness of Tenant . Tenant shall not create, incur, assume or guarantee, or permit to exist, or become or remain liable directly or indirectly upon, any Indebtedness except the following:
(a) Indebtedness of Tenant to Landlord;
(b) Indebtedness of Tenant for Impositions, to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Article 8 ;
(c) Indebtedness of Tenant in respect of judgments or awards (i) which have been in force for less than the applicable appeal period and in respect of which execution thereof shall have been stayed pending such appeal or review, or (ii) which are fully covered by insurance payable to Tenant, or (iii) which are for an amount not in excess of $250,000 in the aggregate at any one time outstanding and (x) which have been in force for not longer than the applicable appeal period, so long as execution is not levied thereunder or (y) in respect of which an appeal or proceedings for review shall at the time be prosecuted in good faith in accordance with the provisions of Article 8 , and in respect of which execution thereof shall have been stayed pending such appeal or review;
(d) unsecured borrowings of Tenant from its Affiliated Persons which are by their terms expressly subordinate pursuant to a Subordination Agreement to the payment and performance of Tenants obligations under this Agreement; or
(e) Indebtedness for purchase money financing in accordance with Section 21.8(a) and other operating liabilities incurred in the ordinary course of Tenants business;
(f) Indebtedness of Tenant as guarantor or borrower secured by Liens permitted under Section 21.8(c) ; or
(g) A guaranty of TCAs obligations under its revolving line of credit and for any privately placed or publicly issued debt.
21.6 Distributions, Payments to Affiliated Persons, Etc. Tenant shall not declare, order, pay or make, directly or indirectly, any Distributions or any payment to any Affiliated Person of Tenant (including payments in the ordinary course of business) or set apart any sum or property therefor, or agree to do so, if, at the time of such proposed action, or immediately after giving effect thereto, any Event of Default shall have occurred and be continuing. Otherwise, as long as no Event of Default shall have occurred and be continuing, Tenant may make Distributions and payments to Affiliated Persons; provided , however , that any such payments shall at all times be subordinate to Tenants obligations under this Agreement.
21.7 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.
21.8 Liens and Encumbrances . Except as permitted by Article 7 and Section 21.5 , Tenant shall not create or incur or suffer to be created or incurred or to exist any Lien on this Agreement or any of Tenants assets, properties, rights or income, or any of its interest therein, now or at any time hereafter owned, other than:
(a) Security interests securing the purchase price of equipment or personal property whether acquired before or after the Commencement Date; provided , however , that (i) such Lien shall at all times be confined solely to the asset in question and (ii) the aggregate principal amount of Indebtedness secured by any such Lien shall not exceed the cost of acquisition or construction of the property subject thereto;
(b) Permitted Encumbrances;
(c) Security interests in Accounts or Chattel Paper, in Support Obligations, General Intangibles or Deposit Accounts relating to such Accounts or Chattel Paper, in any Instruments or Investment Property evidencing or arising from such Accounts or Chattel Paper, in any documents, books, records or other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to any property described in this Section 21.8(c) or in any Proceeds of any of the foregoing (capitalized terms used in this Section 21.8(c) without definition being used as defined in or for purposes of Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts); or
(d) As permitted pursuant to Section 21.5 .
21.9 Merger; Sale of Assets; Etc. Without Landlords prior written consent (which consent may be given or withheld in Landlords sole discretion), Tenant shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, all or any material portion of its assets (including capital stock or other equity interests) or business to any Person, (ii) merge into or with or consolidate with any other Entity, or (iii) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, any personal property or fixtures or any real property; provided , however , that, notwithstanding the provisions of clause (iii) preceding, Tenant may dispose of equipment or fixtures which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility (but not necessarily having the same function) have been provided.
21.10 Bankruptcy Remote Entities . At Landlords request, Tenant shall make such amendments, modifications or other changes to its charter documents and governing bodies (including, without limitation, Tenants board of directors), and take such other actions, as may from time to time be necessary to qualify Tenant as a bankruptcy remote entity, provided that Landlord shall reimburse Tenant for all costs and expenses reasonably incurred by Tenant in connection with the making of such amendments or modifications.
21.11 Trade Area Restriction . Notwithstanding anything to the contrary in this Agreement, except for Travel Centers owned by Landlord or any Affiliated Person of Landlord, neither Tenant nor any Affiliated Person of Tenant shall acquire, own, franchise, finance, lease, manage, operate or open any Travel Center or similar business (it being agreed by Landlord and
Tenant that convenience stores which provide services primarily to non-professional drivers shall not be a similar business) within seventy-five (75) miles in either direction along the primary interstate on which any Property is located without Landlords consent, which consent may be given or withheld in Landlords sole discretion. Notwithstanding the foregoing, Landlord confirms that, subject to the other terms and conditions of this Agreement, Tenant or any Affiliated Person of Tenant may acquire, own, franchise, finance, lease, manage, operate or open the Travel Centers identified on Exhibit D attached hereto.
ARTICLE 22
ARBITRATION
Any disputes, claims or controversies arising out of or relating to this Agreement, (i) between the parties or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party (which, for purposes of this Article 22 , shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any member, trustee, officer, manager (including Reit Management & Research LLC ( RMR ) or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration provision, or the declarations of trust, limited liability company agreements or bylaws of any party hereto (all of which are referred to as Disputes ), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the Rules ) of the American Arbitration Association ( AAA ) then in effect, except as those Rules may be modified in this Article 22 . For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Article 22 , the term party shall include any direct or indirect parent of a party.
There shall be three arbitrators. If there are only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration. Such arbitrators may be affiliated or interested persons of such parties. If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA. The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen days of the appointment of the
second arbitrator. If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.
The place of arbitration shall be at the office of the AAA in Boston, Massachusetts unless otherwise agreed by the parties and all parties waive all questions of personal jurisdiction and venue for the purpose of carrying out this paragraph.
There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.
In rendering an award or decision (the Arbitration Award ), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.
Except to the extent as otherwise agreed by the parties after the date of this Agreement, each party involved in a Dispute shall bear its own costs and expenses (including attorneys fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys fees) or, in a derivative case or class action, award any portion of a partys award to the claimant or the claimants attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.
An Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Each party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.
This Article 22 is intended to benefit and be enforceable by the shareholders, members, direct and indirect parents, trustees, directors, officers, managers (including RMR or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.
ARTICLE 23
MISCELLANEOUS
23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under applicable law, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.
23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.
23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.
23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.
23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.
23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, this Agreement or the leasehold estate created hereby and the fee estate or ground landlords interest in the Leased Property.
23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.
23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Real Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenants ability to operate any Travel Center and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.
23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.
23.10 Notices .
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to Landlord:
c/o Hospitality Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Attn: Mr. John G. Murray
Telecopier No. (617) 969-5730
if to Tenant:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: Mr. Thomas M. OBrien
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement. Tenant hereby acknowledges that the agreement between Landlord and Tenant to treat this Agreement as a single lease in all respects was and is of primary importance,
and a material inducement, to Landlord to enter into this Agreement. Without limiting the generality of the foregoing, the parties hereto acknowledge that this Agreement constitutes a single lease of the Leased Property and is not divisible notwithstanding any references herein to any individual Property and notwithstanding the possibility that certain individual Properties may be deleted herefrom pursuant to the express provisions of this Agreement.
23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.
23.13 Applicable Law, Etc. Except as to matters regarding the internal affairs of Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of Landlord for obligations of Landlord, as to which the laws of the State of Maryland shall govern, this Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.
23.15 Attorneys Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing partys costs and expenses, including reasonable attorneys fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.
23.16 Nonliability of Trustees . THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION ), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME OF SUCH ENTITY REFERS TO THE TRUSTEES UNDER SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY. ALL PERSONS DEALING WITH SUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
23.17 Original Lease . The Original Lease shall continue to govern the rights and obligations of the parties with respect to periods prior to the Commencement Date.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.
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LANDLORD: |
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HPT TA PROPERTIES TRUST |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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HPT TA PROPERTIES LLC |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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TENANT: |
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TA OPERATING LLC |
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By: |
/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President |
[Signature Page to Amended Restated Lease No. 1]
EXHIBITS A-1 through A-39
Land
Exhibit |
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TA Site No. |
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Property Address |
A-1 |
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352 |
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1724 West Grand Avenue, Gadsden, AL 35904. |
A-2 |
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226 |
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1501 N. Fort Grant Road, Wilcox, AZ 85643. |
A-3 |
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160 |
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27769 Lagoon Drive, Buttonwillow, CA 93206. |
A-4 |
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162 |
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4325 Guasti Road, Ontario, CA 91761. |
A-5 |
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163 |
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12310 S. Highway 33, Santa Nella, CA 95322. |
A-6 |
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174 |
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12151 W. 44th Avenue, Wheat Ridge (Denver West), CO 80033. |
A-7 |
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171 |
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3 East Industrial Road , Branford (New Haven), CT 06405. |
A-8 |
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178 |
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2112 Highway 71 South, Marianna, FL 32448. |
A-9 |
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197 |
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8909 20th Street, Vero Beach, FL 32966. |
A-10 |
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177 |
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4401 Highway 17, Richmond Hill (Savannah), GA 31324. |
A-11 |
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44 |
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19 N. 430 Route 20, Hampshire (Elgin), IL 60140. |
A-12 |
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236 |
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21 Romines Dr., Morris, IL 60450. |
A-13 |
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379 |
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1409 S. Country Road #850 East, Greensburg, IN 47240. |
A-14 |
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219 |
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1201 Ripley Street, Lake Station, IN 46405. |
A-15 |
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46 |
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224 Highway 65 South, Tallulah, LA 71284. |
A-16 |
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151 |
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7401 Assateague Drive, Jessup, MD 20794. |
A-17 |
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89 |
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200 Baker Road, Dexter (Ann Arbor), MI 48130. |
A-18 |
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47 |
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2150 Russell Mt. Gilead Rd., Meridian, MS 39301. |
A-19 |
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18 |
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102 NW 4th Street, Concordia, MO 64020. |
A-20 |
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172 |
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200 North McCarran Blvd., Sparks, NV 89431. |
A-21 |
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211 |
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108 Ocean Drive, Greenland, NH 03840. |
A-22 |
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8 |
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3404 W. Highway 66, Gallup, NM 87301. |
A-23 |
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14 |
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202 N. Motel Blvd., Las Cruces, NM 88005. |
A-24 |
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208 |
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9616 Commerce Drive, Dansville, NY 14437. |
A-25 |
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24 |
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940 US Rt. 42, NE, London, OH 43140. |
A-26 |
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15 |
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8834 Lake Road, Seville, OH 44273. |
A-27 |
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58 |
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5400 Seventy Six Drive, Youngstown, OH 44515. |
A-28 |
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212 |
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6 Buckhorn Road, Bloomsburg, PA 17815. |
A-29 |
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3 |
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245 Allegheny Blvd., Brookville, PA 15825. |
A-30 |
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393 |
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3001 TV Road, Florence, SC 29501. |
A-31 |
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117 |
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13011 Old Hickory Blvd., Antioch, TN 37013. |
A-32 |
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231 |
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802 E. York, Highway 59, Ganado, TX 77962. |
A-33 |
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49 |
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2105 S. Goliad Street, Rockwall, TX 75087. |
A-34 |
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60 |
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8836 N. Highway 40, Tooele (Salt Lake City), UT 84074. |
A-35 |
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143 |
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1025 Peppers Ferry Rd., Wytheville, VA 24382. |
A-36 |
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176 |
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46630 North Bend Way, North Bend (Seattle East), WA 98045. |
A-37 |
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149 |
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4195 State Rt. 34, Hurricane, WV 25526. |
A-38 |
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192 |
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713 Highway 12, Hudson, WI 54016. |
A-39 |
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187 |
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4000 I-80 Service Rd., Burns (Cheyenne), WY 82053. |
[See attached copies.]
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EXHIBIT A-1 Petro Gadsden l 724 West Grand Avenue Gadsden, AL Parcel I: A parcel of land located in the North half of Section 14, To'Nllship 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees 31 minutes, 28 seconds West and along the Section line 1049.93 feet; thence run South 00 degrees, 38 minutes 01 seconds West 1280.05 feet to a concrete monument found at the Point of Beginning; thence run North 89 degrees 20 minutes, 49 seconds West 1361.70 feet to a rebar found on the East right-of-way of Interstate 59, a variable-width right-of-way; thence run South 45 degrees, 53 minutes, 22 seconds West and along said East right-of-way 326.88 feet to a concrete monument found; thence run South 89 degrees, 20 minutes 20 seconds East 1593.90 feet to a rebar found; thence run North 00 degrees, 3 7 minutes, 40 seconds East 230.40 feet to the Point of Beginning; situated, lying and being in Etowah County, Alabama. Parcel II: Commence at the Southeast corner of the Southeast 1 /4 of the Northeast 1 /4, Section 14, Township 12 South, Range 5 East, and run northerly along the East line of said Southeast 1 1 / 4 of the Northeast / 4 a distance of 127.60 feet; thence deflect 89 deg. 35 min. 00 sec. left and run a distance of 17.70 feet; thence deflect 90 deg. 00 min. 00 sec. right and run northerly a distance of 1608.53 feet, said point being 100 feet South of and parallel to the centerline of Alabama Highway 77; thence deflect 63 deg. 56 min. 00 sec. left and run northwesterly 1 00 feet South of and parallel to the centerline of Alabama Highway 77 a distance of 1015.30 feet; thence deflect 90 deg. 00 min. 00 sec. left and run southwesterly a distance of 50.00 feet to a point on the southwesterly right of way line of Alabama Highway 77; thence deflect 89 deg. 47 min. 21 sec. right and run northwesterly along the southwesterly right of way line of Alabama Highway 77 a distance of 128.66 feet to the point of beginning; From said point of beginning deflect 115 deg. 49 min. 09 sec. left and run southerly along the West line of a I 00 foot wide reserved road right of way a distance of 851.43 feet; thence deflect 90 de g. 01 min. 34 sec. right and run westerly a distance of 1361.76 feet to a point on the southeasterly right of way line of Interstate 59; thence deflect 13 5 de g. 15 min. 00 sec. right and run northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 692.44 feet to an existing concrete monument; thence deflect 11 deg. 19 min. 40 sec. left and continue northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 500.07 feet to an existing concrete monument; thence deflect 18 deg. 30 min. 40 sec. left and continue northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of |
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165.52 feet to an existing concrete monument on the South right of way line of Alabama Highway 77; thence deflect right and run southeasterly along the southwesterly right of way line of Alabama Highway 77 and along a curve to the right having a Central Angle of 12 deg. 59 min. 48 sec., Radius of 1995.80 feet, Arc= 452.72 feet, a distance of451.75 feet, measured along the chord of said curve having a Deflection Angle of 94 de g. 15 min. 18 sec. right and from the previous course; thence deflect 6 deg. 07 min. 37 sec. right from the chord of said curve and continue southeasterly along the southwesterly right of way line of Alabama Highway 77 a distance of 134.97 feet to the point of beginning. Said 1 /2 of Section 14, Township 12 South, Range 5 parcel of land being a portion of the North East, being subject to a 15 foot utility easement along the North side of the properly and a 30 foot utility easement along the West sides of the property for an existing gas main, lying and being in Gadsden, Etowah County, Alabama. Parcel III: A parcel of land located in the Northeast Quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at the Northeast corner of said Section 14; thence run North 89 degrees, 3 1 minutes, 28 seconds West and along the North line of Section 14 a distance of 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West a distance of 428.58 feet to a point on the South right-of-way of Alabama Highway 77, variable-width right-of-way, and the Point of Beginning; thence run South 00 degrees, 38 minutes, 01 seconds West and along the West margin of a I 00 foot wide street right-of-way a distance of 851.47 feet; thence run South 00 degrees, 37 minutes, 40 seconds West and along the West margin of a 100 foot wide street right-of-way a distance of 230.40 feet; thence run North 89 degrees, 20 minutes 20 seconds East a distance of 40.00 feet; thence run North 00 degrees, 38 minutes 03 seconds East a distance of 1062.53 feet, more or less, to a point on the South right-of way of said Highway 77; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way a distance of 44.44 feet, more or less, to the Point of Beginning; situated, lying and being in Etowah County, Alabama. Less and Except from Parcels l, ll & Ill: A parcel of land located in the Northeast quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the section line 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West 428.58 feet to a concrete monument found on the South right-of way of Alabama Highway 77, a variable width right-of-way; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way134.52 feet to a concrete monumentfound;thence continue northwestwardly along said right-of-way, said right-of-way curYing to the left and having a radius of 2067.90 feet, a chord distance of 451.75 feet to a concrete monument found on the East right-of-way of Interstate 59, said chord bearing North 69 degrees, 40 minutes, 16 |
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seconds West; thence run South 16 degrees, 04 minutes 41 seconds West and along said East right of way 165.52 feet to a concrete monument found; thence run South 34 degrees, 33 minutes, 56 seconds West 38.69 feet to a capped rebar set at the Point of Beginning; thence continue South 34 degrees 33 minutes, 56 seconds West along said right-of-way 247.27 feet to a capped rebar set; thence run South 58 degrees, 34 minutes, 55 seconds East 240.29 feet to a capped rebar set; thence run North 34 degrees, 34 minutes, 57 seconds East 95.02 feet to a capped rebar set; thence run northeastwardly along a curve to the left, said curve having a radius of 420.00 feet, a chord distance of 86.40 feet to a capped rebar set, said chord bearing North 28 degrees, 40 minutes 05 seconds East; thence run North 22 degrees, 46 minutes 33 seconds East 99.22 feet to a capped rebar set; thence run North 67 degrees, 13 minutes, 27 seconds West 215.37 feet to the Point of Beginning. Austin's Seafood and Steakhouse, L.L.C. Legal Parcel IV: A parcel of land located in the Northeast quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the section line 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West 428.58 feet to a concrete monument found on the South right-of-way of Alabama Highway 77, a variable-width right of-way; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of way 134.52 feet to a concrete monument found; thence continue northwestwardly along said right-of-way, said right-of-way curving to the left and having a radius of 2067.90 feet, a chord distance of 451.75 feet to a concrete monument found on the East right-of-way of Interstate 59, said chord bearing North 69 degrees, 40 minutes, 16 seconds West; thence run South 16 degrees, 04 minutes 41 seconds West and along said East right ofway 165.52 feet to a concrete monument found; thence run South 34 degrees, 33 minutes, 56 seconds West 38.69 feet to a capped rebar set at the Point of Beginning; thence continue South 34 degrees 33 minutes, 56 seconds West along said right-of-way 24 7.27 feet to a capped rebar set; thence run South 58 degrees, 34 minutes, 55 seconds East 240.29 feet to a capped rebar set; thence run North 34 degrees, 34 minutes, 57 seconds East 95.02 feet to a capped rebar set; thence run northeastwardly along a curve to the left, said curve having a radius of 420.00 feet, a chord distance of 86.40 feet to a capped rebar set, said chord bearing North 28 degrees, 40 minutes 05 seconds East; thence run North 22 degrees, 46 minutes 33 seconds East 99.22 feet to a capped rebar set; thence run North 67 degrees, 13 minutes, 27 seconds West 215.37 feet to the Point ofBeginning. |
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J<.:XHIBIT A-2 TA Willcox 1501 N. Fort Grant Road Willcox. AZ PARCEL NO. 1: THE SOUTiiEAST QUARTER OF SECTION 25,TOWNSHIP 13 SOUTH, RANGE 24 EAST OF THE GILA AND SALT RNER BASE AND MERIDIAN, COCHISE COUNlY,ARIZONA; EXCEPT THOSE PARCELS (A}, (B),{C), {D),(E), (F), {G), AND (H), DESCRIBED AS FOLLOWS: PARCEL (A): BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 25; ntENCE NORTH 0 DEGREES 25 MINUTES 00 SECONDS WEST, ALONG THE EAST UNE OF SAID SECTION 25, A DISTANCE OF 351.16 FEET; ntENCE SOUTH 18 DEGREES 30 MINUTES 34 SECONDS WEST,370.54 FEET TO THE SOUTH UNE OF SAID SECTION 25; TIIENCE NORTH 89 DEGREES 53 MINUTES 35 SECONDS EAST,ALONG SAID SOUTH SECTION UNE, A DISTANCE OF 120.18 FEET TO THE-POINT OF BEGINNING; AND PARCEL (B): BEGINNING AT A POINT ON THE EAST UNE OF SAID SECTION 25, WHICH POINT BEARS NORTH 0 DEGREES 25 MINUTES 00 SECONDS WEST, 351.16 FEET FROM THE SOlllliEAST CORNER OF SAID SECTION 25; 11-lENCE NORTH 00 DEGREES 25 MINUTES 00 SECONDS WEST, ALONG SAID EAST SECTION UNE, A DISTANCE OF 770.24 FEET; 11-lENCE SOUTH 89 DEGREES 35 MINUTES 00 SECONDS WEST, 50.00 FEET; THENCE SOUTH 00 DEGREES 25 MINUTES 00 SECONDS EAST,142.25 FEET; THENCE SOUTH 33 DEGREES 16 MINUTES 45 SECONDS WEST, 898.16 FEET; THENCE SOUTH 60 DEGREES 91MINUTES 40 SECONDS WEST, 367.16 FEET; THENCE SOUTH 89 DEGREES 51 MINUTES 40 SECONDS WEST, 961.67 FEET; THENCE SOUTH 00 DEGREES 05 MINUTES 49 SECONDS EAST,50.18 FEET TO TliE SOUTH UNE OF SAID SEOlON 25; THENCE NORTH 89 DEGREES 53 MINUTES 35 SECONDS EAST,ALONG SAID SOUTH SECTION UNE, A DISTANCE OF 1,732.05 FEET TO A POINT, WHICH POINT BEARS SOUTH 89 DEGREES 53 MINUTES 35 SECONDS WEST, 120.18 FEET FROM THE AFORESAID SOVTliEAST CORNER OF SECTION 25; THENCE NORTH 18 DEGREES 30 MINUTES 34 SECONDS EAST, 370.54 FEET TO THE POINT OF BEGINNING;AND PARCEL (C): BEGINNING AT THE NORlliWEST CORNER OFlliE SAID SOUTHEAST QUARTER; I of6 |
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THENCE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE NORTI-1 LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1,047.48 FEET; THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST,1,500.69 FEET TO A UNE 1,135.28 FEET NORTH OF AND PARAllEL WllH THE SOUTH LINE OF THE SAID SOUTHEASf QUARTER; THENCE NORTH 89 DEGREES 57 MINUTES 00 SECONDS WEST,ALONG THE SAJD PARALLEL UNE,A DISTANCE OF 1,049.07 FEET TO THE WEST LINE OF THE SAID SOUTHEAST QUARTER; TiiENCE NORTH 00 DEGREES 09 MINUTES 43 SECONDS WEST ALONG THE SAID WEST UNE,A DISTANCE OF 1,502.'19 FEET TO TI-lE POINT OF BEGINNING;AND PARCEL (D): THE NORTH 40.00 FEET OF TliE SOUTHEAST QUARTER OF SAID SECTION 25; AND PARCEL (E): COMMENCING AT THE NORTliWEST CORNER OF THE SAID SOUTHEAST QUARTER; TliENCE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE NORTH UNE OF THE SAID SOUTHEAST QUARTER,A DISTANCE OF 1,047.48 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE SAID NORTH LINE, A DiSTANCE OF 312.22 FEET; THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST,312.22 FEET; ll-IENCE NORTI-1 89 DEGREES 51 MINUTES 04 SECONDS WEST PARALLEL WITH SAID NORTH LINE, A DISTANCE OF 312.22 FEET; THENCE NORlll 00 DEGREES 13 MINUTES 22 SECONDS WEST,312.22 FEET TO lliE POINT OF BEGINNING; AND PARCEL (F): THE SOUTH 950.00 FEET OF THE WEST HALF OF THE WEST HAlf OF THE SOUTHEAST QUARTER, AND THE SOUTH 940.00 FEET OF THE WEST HALF OF THE EAST HALF OF THE WEST HALF OF THE SOUTiiEAST QUARTER;AND PARCEL (G): COMMENCING AT THE NORTHWEST CORNER OF SAID SOlJTHEAST QUARTER; THENCE SOUTH 89 DEGREES 51 MINUTEi 04 SECONDS EAST, ALONG THE NORTH LINE OF THE SAID SOlffHEAST QUARTER, A DISTANCE OF 1,047.48 FEET; THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 1,500.69 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 1,085.29 FEET TO THE NORTH RIGHT-OF-WAY UNE OF FORT GRANT ROAD; THENCE NORTH 89 DEGREES 57 MINUTES 00 SECONDS WEST,ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 30.00 FEET; 2 of6 |
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THENCE NORTH 00 DEGREES 13 MINUTES 22 SECONDS WEST, 1,085.29 FEET; THENCE SOUTH 89 DEGREES 47 MINUl£S 00 SECONDS EAST,PARALLEL WITH THE SAID NORTH . RIGHT-OF-WAY UNE,A DISTANCE OF 30.00 FEET TO TI-lE POINT OF BEGINNING;AND PARCEL (H): COMMENONG AT TI-lE NORTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 89 DEGREES 51MINUTES 04 SECONDS EAST, ALONG TliE NORTH UNE OF TliE SAID SOUTHEAST QUARTER,A DISTANCE OF 1,407.48 FEET; THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 312.22 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 51 MINliTES 04 SECONDS EAST,PARALLEL WITH THE SAID NORTH LINE, A DISTANCE OF 30.00 FEET; THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 2,273.72 FEET TO THE NORTll RIGHT Of-WAY UNE Of FORT GRANT ROAD; THENCE NORTH 89 DEGREES 57 MINUTES 00 SECONDS WEST,ALONG SAID NORTH RIGHT-OF-WAY UNE 30.00 FEET; TliENCE NORTii 00 DEGREES 13 MINUTES 22 SECONDS WEST, 2,273.77 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT ANY PORTION OF THE SOUTHEAST QUARTER OF SECTION 25,TOWNSHIP 13 SOUTH, RANGE 2 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,COCHlSE COUNTY, ARIZONA,LYING EASTERLY OF TiiE WEST RIGHT OF WAY UNE OF VIRGINIA AVENUE. . PARCEL NO. 2: THE SOUTH 950.00 FEET OF TliE WEST HALF Of TliE WEST HALF OF THE SOUTHEAST QUARTER, AND THE SOUTH 950.00 FEET OF THE WEST HALF OF TliE EAST HALF OF THE WEST HALF OF lliE SOUTHEAST QUARTER OF SECTION 25,TOWNSHIP 13 SOUTH, RANGE 24 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, COCHISE COUNTY, ARIZONA; EXCEPTING TliEREFROM ANY PORTION LYING WITHIN THE FOLLOWING DESCRIBED PARCEL: BEGINNING AT A POINT ON THE EAST UNE OF SAID SECTION 25, WHICH POINT BEARS NORTH 00 DEGREES 25 MINUTES 00 SECONDS WEST, 351.16 FEET FROM THE SOUTHEAST CORNER OF SAID SECTlON 25; THENCE NORTii 00 DEGREES 25 MINUTES 00 SECONDS WEST,ALONG SAID EAST SECTION UNE, A DISTANCE OF 770.24 FEET; Tl-IENCE SOUTH 89 DEGREES 35 MINUTES 00 SECONDS WEST, 50.00 FEET; THENCE SOUlli 00 DEGREES 25 MINUll:S 00 SECONDS EAST, 142.25 FEET; THENCE SOUTH 33 DEGREES 16 MINliTES 45 SECONDS WEST, 898.16 FEET; TI-IENCE SOUTI-160 DEGREES 91MINUTES 40 SECONDS WEST, 367.16 FEET; TI-IENCE SOUTH 89 DEGREES 51 MINUTES 40 SECONDS WEST,981.67 FEET; 3 of6 |
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THENCE SOUTH 00 DEGREES OS MINlJTES 49 SECONDS EAST, 50.18 FEET TO THE SOUTH UNE OF SAID SECTlON 25; THENCE NORTH 89 DEGREES 53 MINUTES 35 SECONDS EAST,ALONG SAID SOUTH SECTION UNE, A DISTANCE OF 1,732.05 FEET TO A POINT, WHICH POINT BEARS SOUTH 89 DEGREES 5MINUTES 35 SECONDS WEST, 120.18 FEET FROM TI-lE AFORESAlD SOUTHEAST CORNER OF SECTION 25; THENCE NORTH 18 DEGREES 30 MINUTES 34 SECONDS EAST,370.54 FEET TO THE POINT OF BEGINNING; AND EXCEPT AN UNDMDED 1/8 INTEREST IN AND TO ALL OIL,GAS, COAL AND MINERAL RIGHTS AS SET FORTH IN DOCKET 1340, PAGE 580,DOCKET 1340,PAGE 584 AND IN DOCKET 1340,PAGE 588, RECORDS OF COCHISE COUNTY, ARIZONA. PARCEL NO.3: 11-tE SOUTH 950.00 FEET OF THE SOUTI-IEAST QUARTER OF SECTION 25,TOWNSHIP 13 SOUTH, RANGE 24 EAST OF THE GILA AND SALT RIVER BASE AND MERlDIAN,COCHISE COUNlY, ARIZONA, LYING WESTERLY OF THE WEST UNE OF VIRGINIA AVENUE DESCRIBED IN DOCUMENT NO. 9203-05002, RECORDS OF COCHISE COUNTY, ARIZONA; EXCEPT 11-tOSE PARCELS (A) AND (B),DESCRIBED AS FOLLOWS: PARCEL (A): BEGINNING AT A POINT ON THE EAST UNE OF SAID SECTION 25, WHICH POINT BEARS NORlli 0 DEGREES 25 MINUTES 00 SECONDS WEST, 351.16 FEET FROM THE SOUTHEAST CORNER OF SAlD SECDON 25; THENCE NORTH 00 DEGREES 25 MINUTES 00 SECONDS WEST, ALONG SAID EAST SECTiON UNE, A DISTANCE OF 770.24 FEET; THENCE SOUTH 89 DEGREES 35 MINUTES 00 SECONDS WEST, 50.00 FEET; THENCE SOUTH 00 DEGREES 25 MINUTES 00 SECONDS EAST, 142.25 FEET; THENCE SOUTH 33 DEGREES 16 MINUTES 45 SECONDS WEST, 898.16 FEET; THENCE SOUTH 60 DEGREES 91MINUTES 40 SECONDS WEST, 367.16 FEET; THENCE SOUTH 89 DEGREES 51 MINUTES 40 SECONDS WEST, 961.67 FEET; THENCE SOUTH 00 DEGREES 05 MINUTES 49 SECONDS EAST, 50.18 FEET TO THE SOUTH LINE OF SAID SECTlON 25; THENCE NORTH 89 DEGREES 53 MINUTES 35 SECONDS EAST, ALONG SAID SOUTH SECTION UNE, A DISTANCE OF 1,732.05 FEET TO A POINT, WHICH POINT BEARS SOUTH 89 DEGREES 53 MINUTES 35 SECONDS WEST,120.18 FEET FROM THE AFORESAID SOUTHEAST CORNER OF SECTION 25; ll!ENCE NORTH 18 DEGREES 30 MINUTES 34 SECONDS EAST, 370.54 FEET TO THE POINT OF BEGINNING; AND PARCEL (B): ll!E SOUTH 950.00 FEET OF THE WEST HALF OF THE WEST HALF Of THE SOUTHEAST QUARTER, AND THE SOUTH 950.00 FEET OF THE WEst HALF Of THE EAST HALF OF THE WEST HALF OF THE SOUTHEAST QUARTER; AND 4 of6 |
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EXCEPT AN UNDMDED 1/8 INTEREST IN AND TO ALL OIL, GAS,COAL AND MINERAL RIGHTS AS SET FORTH IN DOCKET 1340,PAGE 580, DOCKET 1340, PAGE 58AND IN DOCKET 1340,PAGE 588 RECORDS OF COCHISE COUNTY, ARIZONA. EXCEPTING FURTHER,FROM THE ABOVE PARCEL NOS. 2 AND 3,PROPERTY CONVEYED TO THE ARIZONA DEPARTMENT OF TRANSPORTATION IN DEED RECORDED JULY 14, 2005 IN 0507-25614, DESCRIBED AS FOLLOWS; Tl1AT PORTION OF THE SOlJTH 1135.28 FEET OF THE SOUlHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 25,TOWNSHIP 13 SOUTH,RANGE 24 EAST OF THE GfiA AND SALT RIVER BASE AND MERIDIAN, COCHISE COUNlY, ARIZONA, WHICH UES BETWEEN THE EXISTING NORTI-IERLY RIGHT-OF-WAY UNE OF FORT GRANT ROAD, THE EXISTING WESTERLY RIGHT-OF-WAY UNE OF VIRGINIA AVENUE, AND THE FOLLOWING DESCRIBED UNE: COMMENCING AT A 2 INCH BRASS CAP MARKING THE SO!Jlll QUARTER CORNER OF SAID SECTION 25, BEING SOUTH 89 DEGREES 58 MINUTES 34 SECONDS WEST,2647.45 FtET DISTANT FROM THE SOUTHEAST CORNER THEREOF; THENCE NORTH B9 DEGREES 58 MINUTES 34 SECONDS EAST ALONG THE SOUTH UNE THEREOF, A DISTANCE OF 995.45 FEET; THENCE NORTH 00 DEGREES 18 MINlJTES 00 SECONDS WEST, A DISTANCE OF 50.29 FEET TO THE TRUE POINT OF BEGINNING ON THE NORTHERLY RIGHT-OF-WAY UNE OF FORT GRANT ROAD; THENCE NORTH 00 DEGREES 18 MINUTES 00 SECONDS WEST ALONG A UNE THAT IS 25.00 FEET WEST OF AND PARALLEL TO THE WESTERLY RIGHT-OF-WAY UNE OF VIRGINIA AVENUE, A DISTANCE OF 215.00 FEET TO POINT "A"; THENCE CONTINUING NORTH 00 DEGREES 18 MINUTES 00 SECONDS WEST, A DISTANCE OF 870.00 FEET TO me POINT OF ENDING. SAID PARCELS 1, 2 AND 3 ARE RJRTHER DESCRIBED BY METES AND BOUNDS AS FOLLOWS: A PARCEL OF LAND LOCATED IN PART OF THE SOUTiiWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 13 SOUTH , RANGE 24 EAST OF me GILA AND SALT RIVER MERIDIAN, COOHSE COUNTY, ARIZONA. MORE PARTICULARLY DESCRIBED AS FOLLOWS:· COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 25, BEING A FOUND BRASS CAPPED MONUMENT IN A HAND HOLE SECURED IN CONCRETE,FROM WHICH THE SOUTHEAST CORNER OF SAID SECTION 25 BEING A G.L.O. BRASS CAPPED MONUMENT FOUND 1 FOOT BELOW THE SURFACE, BEARS NORTH 89 DEGREES 57 MINUTES 45 SECONDS EAST (MEASURED) 2647.42 FEET, SAID UNE BEING ALSO THE BASIS OF BEARINGS FOR THIS DESCRIPTION; THENCE NORTH 00 DEGREES 14 MINUTES 54 SECONDS WEST 1135.28 FEET ALONG THE NORTH SOUTH MID-SECTION UNE,TO A FOUND 1/2 INCH IRON BAR WITH PLASTIC CAP "L.S 26922 HOLMES"; THENCE NORTH 89 DEGREES 57 MINUTES 45 SECONDS EAST 1019.17 FEET,PARALLEL WITH THE SOUTH LINE OF SAID SECTION 25,TO A FOUND 1/2 INCH IRON BAR WITH PLASTIC CAP IS "L.S 26922 HOLMES" BEING ON THE WESTERLY UNE OF VIRGINIA AVENUE; . THENCE SOUTH 00 DEGREES 18 MINUTES 48 SECONDS EAST 1085.06 FEET, ALONG SAID WESTERLY UNE TO THE ARIZONA DEPARTMENT OF TRANSPORTATION'S (A.D.O.T.) NORmERLY RIGHT OF WAY UNE ALONG FORT GRANT ROAD AS MONUMENTED BY A.D.O.T. RIGHT OF WAY MARKERS BEING ALUMINUM CAPPED MONUMENTS IN CONCRETE; 5 of6 |
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THENCE ALONG SAID NORTHERLY RIGHT OF WAY,SOUTH 89 DEGREES 57 MINUTES 45 SECONDS WEST, 225.12 FEET (MEASURED),SOUTII89 DEGREES 51MINUTES 40 SECONDS WEST (RECORDED IN DOCJ<ET 411 PAGE 433}, TO A FOUND A.D.O.T. MONUMENT MARKED "STA 0+67.44 ELEV. 4179.22"; THENCE SOUTH 00 DEGREES 04 MINUTES 40 SECONDS WEST 50.23 FEET (MEASURED), SOUTli 00 DEGREES 05 MINUTES 49 SECONDS EAST 50.18 FEET (RECORDED IN DOCKET 411 PAGE 433), TO THE CENTERUNE OF FORT GRANT ROAD AND THE SOUTH UNE OF SAID SECTION 25; THENCE SOIJll-t 89 DEGREES 57 MINUTES 45 SECONDS WEST 794.99 FEET ALONG SAID SECTION LINE TO THE POINT OF BEGINNING OF THIS DESCRIPTION. 6 of6 |
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.I!..AHltlll A-.5 I 1\ Buttom\illov, 27769 Lagoon Drive Buttonwillow. C1\ LEGAL DESCRIPTION Real property tn the unincorporated area of the County' of KERN,State of califomia, described as follows: PARCEL 1OF PARCEL MAP 3840 IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,AS PER MAP RECORDED JUNE 2,1977 IN BOOK 18,PAGE 122 OF PARCEL MAPS,IN Tiff OFFICE OF TifE COUNn' RECORDER OF SAID COUNTY. EXCEPTING "THEREFROM ALL OIL, GAS,MINERALS AND OlHER HYDROCARBON SUBSTANCES AND GRAVEL WITHIN OR UNDERLYING SAID LAND, AND lHE EXCLUSNE RIGHT TO PROSPECf fOR, DRILL FOR, PRODUCE, MINE,EXTRACT AND REMOVE OIL,GAS, MINERALS,GRAVEL AND OlliER HYDROCARBON SUBSTANCES UPON AND FROM SAID PROPERTY,THE EXCLUSNE RIGHT TO DRILL UPON,TO DRILL THROUGH AND OTHERWISE TO USE SAID PROPERTY TO PRODUCE, MINE,EXTRACT AND REMOVE OIL, GAS, GRAVEL AND OTHER MINERALS FROM ADJACENT OR NEIGHBORING LANDS, AND Tl-IE EXCLUSIVE RIGHT TO INJECT IN, STORE UNDER AND THEREAFTER WITHDRAW FROM SAID PROPERTY, OIL,GAS, GRAVEL AND OTHER MINERALS AND PRODUCTS THEREOF,WHETHER PRODUCED FROM SAID PROPERTY OR ELSEWHERE; BUT UNLESS GRANTEE OR ITS SUCCESSORS OR ASSIGNS SHALL GIVE WRITTEN CONSENT TO Tl-IE DRIWNG OF WELLS UPON THE SURFACE OF SAID LANDS, AlOl F THE FOREGOING RIGHTS SHALL BE EXERCISED ONLY BY THE DRIWNG OF WELLS FROM LOCATIONS ON ADJACENT OR NEIGHBORING LANDS INTO AND THROUGH SAID PROPERTY AT lEASf 500 FEET BELOW lliE SURFACE OF THE GROUND AND Wm-tOUT EIIITERING UPON OR USING ANY PORTION OF SAID PROPERTY LYING ABOVE SAID DEPTH, AS RESERVED BY M & T INCORPORATED,A NEVADA CORPORATION, IN DEED RECORDED JANUARY 8,1968 IN BOOK 4118,PAGE 364 OF OFFIOAL RECORDS. APN: 103-280-60 and 103-280-61and 103-280-62 |
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I!.,Xtlltlll A-'J Petro Ontario 4265 East Guasti Road (Ontario West) Ontario. CA Legal Description PARCE9l OF PARCEL MAP NO. 9500,IN lliE OlY OF ONTARIO,COUNTY OF SAN BERNARDINO,STATE OF CAUFORNIA, AS PER PlAT RECORDED IN BOOK 107 OF PARCEl MAPS, PAGE(S) 61THROUGH 63,INCLUSIVE, RECORDS OF SAID COUNTY. lliE BOUNDARIES OF SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 9; THENCE SOUTH 88 DEG. 28' 13" WEST 1115.00 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 1144.00 FEET;THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGlE OF 11 DEG. 28' 42" A DISTANCE OF 229.18 FEET TO A POINT OF REVERSE CURVE WITH A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1056.00 FEET;THENCE WESTERLY ALONG SAID CURVE TiiROUGH A CENTRAL ANGLE OF 11 DEG. 28' 42" A DISTANCE OF 211.55 FEET;THENCE SOUTii 88 DEG. 28' 13" WEST 146.87 FEET;THENCE NORTH 23 DEG. 25' 37" WEST 77.02 FEET; THENCE SOUTH 88 DEG. 28' 13" WEST 30.01FEET;THENCE NORTH 00 DEG. 01' 48" WEST 139.42 FEET;TliENCE NORTli 42 DEG. 36' 12" EAST 941.22 FEET TO TliE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 350.00 FEET; TliENCE NORTHWESTERLY ALONG SAID CURVE TliROUGH A CENTRAL ANGlE OF 44 DEG. 52' 42" A DISTANCE OF 274.15 FEET;THENCE NORTH 87 DEG. 28' 50" EAST 688.51FEET;TiiENCE SOUTI-l 84 DEG. 39' 36" EAST 166.98 FEET;TifENCE SOUTH 01 DEG.31' 47" EAST 940.54 FEET TO THE POINT OF BEGINNING. APN: 0238-042-26-0-000 |
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EXHIBIT A-5 TA Santa Nella 123 I 0 S. Highway 33 Santa Nella. CA Legal Description Parcel A: Parcel I in the County of Merced, State of California as shown on Parcel Map filed in Book 54, Pages II and 12 of Parcel Maps in the Office of the County Recorder of said County and being a portion of Lot 3 and all of Lot l, Map of San Luis Subdivision, as per plat recorded in Book 26, Page 44, records of said County. Excepting therefrom: Beginning at a point on course (4) as described in deed to the State of California recorded November 8,· 1963 in Volume 1630 of Official Records, Page 561 as Instrument No. 25102, Merced County Records, distant along said course N. 4 deg. 27' 38" W., 180.14 feet from the Southerly terminus of said course, thence along said course N. 4 deg. 27' 38" W., 100.46 feet to course {3) as described in said deed; thence along said course (3) N. 88 deg. 44' 54' W., 10.00 feet to a point of bearingS. 88 deg. 44' 54" E., 30.00 feet from Engineer's Station 65 + 70.00 on the Department ofTransportation's 1984 construction centerline for State Highway Route 10-Mer-33, Post Mile 16.9; thence along a line parallel with said centerline N. deg. l 5' 06" E., 199.20 feet to the Northerly line of Parcel "A" as shown on map for Alfred A. Souza filed for record December IS, 1969 in Book 10 of Parcel Maps, Page 5, Merced County Records; thence along said Northerly lineS. 77 deg. 29' 20" E., 10.20 feet; thence S. I deg. 15' 06" W., 103.00 feet; thence S. 12 deg. 47' 04" E., 4123 feet; thence S. l deg. IS' 06" W., 154.17 feet to the point of beginning. Also excepting therefrom a portion of Parcel "A" as said parcel is shown on map entitled, " Parcel Map for Alfred A. Soum", filed for record December 15, 1969 in Book 10 of Parcel Maps, Page 5, Merced County Records, situate in the West one-half of Section 32, T. 9 S., R. 9 E., M.D. B.& M., said portion described as follows: Beginning at the Southerly terminus of that certain course (5) as described in deed to the State of California recorded November 8, 1963 in Volume 1630 of Official Records, Page 561 as Instrument No. 25102, Merced CoWlty Records, thence (A) along said course N. 6 deg. 00' 00" W., 92.00 feet; thence (B) S. 52 deg. 30' 27" E., 173.75 feet; thence (C) S. 24 dcg. 29' 21" E., 174.D6 feet; thence (D) S.9 deg. 20' 00" w:, 477.36 feet; thence (E) S. 0 deg. 20' 57" E., 139.01 feet; thence (P} S. 16 deg. 57' 18" E., 198.6!feet; thence (G) S. 25 deg. 03' 45" E., 346.22 feet to that certain course (8) described in said deed; thence along said course (8) and courses (7) and (6) as described in said deed the following courses: N. 31 deg. 01' 19" W., 429.33 feet; from a tangent that bears N. 28 deg. 50' 00" W., along a curve concave to the Northeast having a rarlius of 944.00 feet through a central angle of30 deg. 05' 06" an arc distance of 495.68 feet and N. I deg. 06" E., 442.61 feet to the point of beginning. Assessor's Parcel No.: a portion of 070-230-042 Parcel B: All that portion of Parcel 2 as shown upon that certain parcel map for Mid-California Autoffruck Plaza Inc., as per map recorded September 25, 1985 in Book 54 of Parcel Maps, Pages II and 12, Merced County Records, described as follows: Beginning atthe most Northeasterly comer of Parcell, thence South 88 deg. 46' 23" East 200.00 feet; thence South I deg. 13' 37" West 790.52 feet; thence North 88 deg. 46' 23" West 200 feel to a corner on the East line of Parcel I; thence along the East line of said Parcel North I dcg. 13' 37" East 790.52 feet to the point of beginning. Assessors Parcel No.: 070-230-038 Parcel C: Lot 2 according to map of"San Luis Subdivision", recorded July 9, 1980 in Vol. 26 of Official Plats, Page 44, 45 and 46, Merced County Records. Together with: All that portion of Parcel 2 as shown on the "Parcel Map for Mid-California Autoffruck Plaza" recorded in Volume 54, Parcel Maps, Page 12, Merced County Records, described as follows: I of2 |
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Commencing at the Northeast comer of Lot 2 as shown on the "M3p of San Luis Subdivision," Volume 26, Official Plats, Page 45, Merced County Records; thence S. 88 deg. 45' 08" E. 10.00 feet to the previously adjusted lot eomer for Lot 2 as shown on the "Record of Survey for Dave Buchanan" recorded in Volume 22, Surveys, Page 30, Merced County Records and the True Point of Beginning for this description; thence along the previously adjusted east line ofLot 2 as shown on the aforesaid Record of SurveyS. I deg. 13' 3T' W. 351.45 feet; thence N. 88 deg. 45' 08" W. 10.00 feet to the point of beginning, by · Certificate of Compliance recorded April7, 1988 in Book 2668, Page 248, Official Records of Merced County. Assessors Parcel No.: 070-230-042 a portion o[ 2 of2 |
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EXHIBIT A-6 TA Wheat Ridge 12151 W. 44th Avenue Denver (Wheat Ridge). CO All that portion of Lots 13, 14 and 15, Nicholas Gardens, described as follows: Beginning at the Southeast corner of said Lot 13, said corner being at a point on the Northerly right of way line of West 44"' Avenue; Thence along said right of way line North 89°40' West 115.86 feet to the most Easterly corner of Parcel No. I 78, as described in Rule and Order granting said parcel to Board of County Commissioners of Jefferson County and Department of Highways, State of Colorado, recorded in Book I 963 at Pages 587 through 590, in the office of the Clerk and Recorder; Thence along the North line of said parcel North 74°24'45" West 228.0 feet; Thence continuing along said North line North 89°40' West 25.8 feet to the Northeast corner of Parcel No. 178A, Rev. 2, as described in Rule and Order granting said parcel to Board of County Commissioners of Jefferson County and Department of Highways, State of Colorado, recorded in Book 2015 at Pages 65,66 and 67, in the office of the Jefferson County Clerk and Recorder; Thence along the North line of said parcel North 89°40' West 148.0 feet to the Northeast comer of Parcel No. 178B, Rev. 2, as described in Rule and Order granting said parcel to Board of County Commissioners of Jefferson County and Department of Highways, State of Colorado, recorded in Book 1963 at Pages 587 through 590 in the office of the Jefferson County Clerk and Recorder; Thence along the North line of said parcel 30.0 feet to the Northeast comer of Parcel No. 173, Rev. 2, as described in Rule and Order granting said parcel to Board of County Commissioners of Jefferson County and Department of Highways, State of Colorado, recorded in Book 1972 at Pages 137 through 141 in the office ofthe Jefferson County Clerk and Recorder; Thence along the North line of said parcel North 89°40' West 25.6 feet to Easterly Northeast comer of Parcel No. 172, Rev. 2, described in Deed to the Department of Highways, State of Colorado, recorded in Book 1909 at Pages 698 and 699, in the office of the Jefferson County Clerk and Recorder; Thence along the North line of said parcel North 89°40' west 170.0 feet; Thence along the Northeasterly line of said parcel North 44°50" West 70.9 feet; Thence along the East line of said parcel North 00°00'15" West 40.0 feet to the Southeast comer of Parcel No. 177, Rev. 3, as described in Rule and Order granting said parcel to Board of County Commissioners of Jefferson County and Department of Highways, State of Colorado, recorded in Book 1972 at Pages 137 through 141, in the office of the Jefferson County Clerk and Recorder; Thence along the East line of said parcel North 00°00'15" West 200.8 feet; Thence along the Easterly line of said parcel North 14°12'4 5" East 234.0 feet; Thence along the Southeasterly line of said parcel North 51°23'30" East 223.I feet to a point on the Southwesterly line of Parcel 8A, as described in the Deed to the State Highway Commission of Colorado, recorded in Book 939 at Pages I 47 and 148, in tlie office of the Jefferson County Clerk and Recorder; Thence along said Southwesterly line North 64°20'30" East 15.3 feet to the Southwest corner of Parcel9A, as described in Deed to the State Highway Commission of Colorado, recorded in Book 845 at Pages 247 and 248, in the office of the Jefferson County Clerk and Recorder, Thence along the Southwesterly line of said parcel North 64°20'30" East 593.2 feet to the East line of Lot 13, Nicholas Gardens; Thence along said East line South 00°16'00" East 984.89 feet to the point of beginning. Excepting those parcels conveyed by Deed recorded July 20, 1987 at Reception No. 87093520. County of Jefferson, State of Colorado. |
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li.XHlHlT A-7 TA New Haven 3 East Industrial Road Branford (New Haven). CT ·. 1-.· .. :' :., ;,_;,-;\::-·_. ./ i .. . .. .·..-·.:.· . ·->.... -. ":. : t :· : _ ...._,. ,;:_ '; ·;·:·:·..:-··:·.: ; :.· ':: -.. ·.: ..._ . : · :·.·:-s:ai4·P' - t lnl g 1,31t-· qa fe feaat hri oein I'm i:e parfiCU1a' 1hri&bd-ed·-· . ..:and:·descnbed. aS..follows: .: '·. . :· .. : ·.-; ; -. .. .: ..: . .... -. . . . .. . . . ... ' :=;_ .:. . - ' .-; -- . . .... : ·:-. eo mencln:at a· i iinth -NdrttiwaSt·¢Prner6f ltiher hi-a s¢ribed ·pare I. said polnt being c.ipproxlmateiy 200 feet e.astar1y o( tl:ie .interseetibn ef:E.ast·. lndostrlal Road and Leets ISland Road, when measured along.:the southerly · -----·· ·street hne ofEastlnttustrlal Road. ---·THENCE RUNNING Nbrth 7degr es 46 minutes 14:secanalfEasf175.cr6feet· along the southerly street line of East Industrial Road; . THENCE RUNNING No76 de·grees 43 minutes 34 secands East 278.83 feet along the southerly street line of ast Industrial Road; THENCE RUNNING North 80 degrees 25 minutes 3·0 seconds East 618.75 feet J along the outher1y street line of East Industrial Road; · THENCE RUNNING North 84 degrees 51 minutes 04 seconds East 261.79 feet along the souther1y street line of East lndustri_al Road; · . THENCE RUNNING South 81 degrees 12 minutes 27 seconds East 82.34 feet along the southerly street line of East Industrial Road; · THENCE RUNNING South 9 degrees 36 minutes 50 secondEast 96.41 feet along the westerly boundary line of the on ramp to 1"-95; · THENCE RUNNING 314.62 feet along a·curve having a radius of 229.00 feet and being concave to the northwest, along the' on ramp to 1-95; ·THENCE RUNNING South 79 degrees 37 minutes 02 seconds West 423.16 feet along thnorthei1y highway line of 1-95, land belonging now or formerly to the State of Connecticut. THENCE RUNNING South 79 degrees 37 minutes 05 seconds West 300.00 feet along the northerly highway line of 1-95, land belonging riow or formerly to the Continued On Next Page |
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THENCE RUNNING 176 88 feet to an iron pin;along a·cuive'hav·uig·li.radius .of 459.26 feet and being concave to the South, along the northerly.highway linof . 1-95, land belonging now or foime.rly to the State of.COnriectlcut; . · ---····-·····---·-----------·---·-----· ---------THENCE RUNNING North 2 degrees 52 minutes 24 .seconds.West 207.04 feet along land belonging now or formerly to Exxon Oil Comp-any, to the point and place of Commencement; The above parcel is subject to a 20 foot wide drainage ea·sement. to the Town of Branford, along the westerly line of the above described parcel, nd subject to.a 20 foo_t"wlde drainage easement to the Town of Branford as shown on the above . referenced map. . The above parcel is also subject to a t:!O foot wide easement for electric lines In favor of the Connecticut Light and Power Company as sh9wn on the above referenced map. |
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EXHIBIT A-8 r_,\ i\ rari anna 2112 llighway 71 South Marianna. FL Legal Description PARCEL 1: That portion of the North 1/2 of the Southeast l/4 of the Northeast 1/4 of Section 25, Township 4 North, Range 10 West,lying South of the right-of-way of Interstate 10, better described as:· Commence at an existing concrete monument marking the Southeast comer of the Northeast 1/4 of Section 25,Township 4 North, Range 10 West, Jackson County, Aorida;thence North 02°l9'57"E.ast 658.66 feet to an existing concrete monument and call this the Point of Beginning; thence continue North 02°19'57"East 51.25 feet to a concrete monument on the Southerly right-Qf-way of Interstate 10;thence North 75°47'32"West 180.48 feet to an existing Department of Transportation iron rod; thence continue along said right-of-way North n1J'57"West 337.58 feet to an existing Department of Transportation Iron rod; thence continue along said right-of-way North 87"0'1'09"West 836.35 feet to an existing concrete monument; thence South 01°43'43"West, 223.50 feet to a concrete monument; thence North 89°33'36"East, 1344.05 feet to the Poirlt of Beginning. PARCEL II: Commence at the Northeast corner of the Southeast 1/4 of the Northeast 1/4 of Section 25, Township 4 North,Range 10 West,Jackson County, Aorida, as per State Road Department Right-of-Way Plans 553002-24{)4,Sheet 1; tflence South 02°21'30flWest 431.59 feet to the center line of.Interstate 10; tflence North 75.49'47''West 1809.59 feet along the center line of said road to the center line Intersection of State Road 71;thence South 00°16'17"East along tfle center line 1143.3 feet; thence North 89°43'43"East, 102.65 feet to the new right-of-way of State Road 71; thence North 06°58'4l"East along said rlght-of-way 470.28 Feet; thence North 38°16'38"East along said right-of-way 276.17 feet; thence South 87"04'09"East 61.9 Feet; thence South Ol 043'43"West 223.5 feet to an existing concrete marker and call this the Point of Beginning; thence continue South 01°43'43"West 663.0 Feet to a concrete marker; thence North 69°24'43"East 1336.2 feet to an existing concrete marker; tflence North 02°22'13"East, 658.7 feet to an existing concrete marker; thence South 69°34'53"West 1345.3 feet to the Point of Beginning. PARCEL III: Commence at the Northeast comer of the Southeast 1/4 of the Northeast 1/4 of Section 25, Township 4 North,Range 10 West, Jackson County, Aorida, as per State Road Department Right-of Way Plans S53002-2404,Sheet 1;tflence South 02°21'30''West, 431.59 feet to the center line of Interstate 10; thence North 75°49'47"West, 1809.59 Feet along the center line of said road to the center line intersection of State Road 71; thence South 00°16'17"East along the center line, 1143.3 feet; tflence North 89°43'43"East 102.65 feet to the new right-of-way of State Road 71 and call this the Point of Beginning; thence continue North 89°43'43"East 195.9 feet; thence South 00°16'17"East 417.5 feet; thence North 89°43'43"East, 60.2 teet; thence North 01°43'43"East, 1097.1 feet, to a concrete marker on the South right-of-way of Interstate 10; thence North 87°04'09"West 61.9 feet; thence South 38°16'38'West, 276.17 feet along tfle South right-of-way of said road; thence South 06°58'41"West 470.28 feet along the East right-of-way of said road to the Point of Beginning. PARCEL IV: Commence at the Northeast comer of the Southeast 1/4 of the Northeast 1/4 of Section 25, Township 4 North, Range 10 West, Jackson County, Aorida, as per State Road Department Right-of-Way Plans S53002·2404,Sheet 1; thence South 02°2l'30"West 431.59 feet to the center line of Interstate 10; I of2 |
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thence North 75°49'47"West, 1809.59 feet along the center line of said road to the center line lnter.;ection of State Road 71; thence South 00°19'17"East along the center line 1143.3 feet;thence North 89°43'43"East 102.65 feet to the new light-of-way of State Road 71 and call this the Point of Beginning; thence continue North 89°43'43"East,195.9 feet;thence South 00°16'17'East 417.5 feet; thence South 89°43'43"West, 228.55 feet to the new light-of-way of State Road 71;thence North 00°16'17''West 160.8 feet along said right-of-way; thence North 06°58'41"East along said right-of-way 258.77 feet to the Point of Beginning. ALL OF THE ABOVE DESCRIBED PARCELS I, ri,III, AND IV BEING THE SAME AS FOI.l..OWS: Commence at an existing concrete monument marking the Southeast comer of the Northeast 1/4 of Section 25,Township 4 North, Range 10 West,Jackson County, Aorlda and call this the Point of . Beginning; thence North 02°19'3S"East along the Easterly line of said Section 25,a distance of 709.35 feet to the intersection of the Easterly line of said Section 25 and the Southerly right of way of State Road 8 (Interstate 10); thence North 75°47'32"West along the Southerly right of way of said road,a distance of 180.48 feet; thence North 77°13'57"West along the Southerly right of way of said road, a distance of 337.58 feet to an existing Ronda Department of Transportation iron rod and cap; thence North 87°04'09"West along the Southerly right of way of said road, a distance of 897.60 feet to a concrete monument; thence South 38°16'51'West along the Southerly light of way of said road,a distance of 276.17 feet to a Rorida Department of Transportation Iron rod set at the lnte on of the Southerly light of way of rrlterstate 10 and the Easterly right of way of State Road No. 71; thence South 06°58'54"West along the Easterly right of way of State Road No. 71,a distance of 729.85 feet to a Rorida Department of Transportation iron rod; thence South 00°16'01"East along the Easterly right of way of said road,a distance of 159.96 feet to a concrete monument;thence North 89°42'44"East,a distance of 290.55 feet to an iron rod;thence North 01°04'38"East,a distance of 210.60 feet to a concrete monument; thence North 89°19'53"East, a distance of 1336.47 feet to the Point of Beginning; the above described parcel located in the East 1/2 of Section 25, Township 4 North, Range 10 West, Jackson County, Florida. Less and Excepting from the aforesaid Parcels I,II,III and IV and the above overall parcel the land described In the Special Warranty Deed, dated January 5, 2006,recorded January 9, 2006 in O.R. Book 1062,Page 581, Public Records of Jackson County, Aorida. 2 of2 |
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EXHIBIT A-9 Vera Beach, FL (TA) 8909 20th Street Vera Beach, FL 32966 Lot 1, TRAVEL CENTERS OF AMERICA SUBDIVISION, according to the Map of Plat thereof as recorded in plat Book 16, Page 12, of the Public Records of Indian River County, Florida. LESS AND EXCEPT any portion of land as contained in that certain Special Warranty Deed recorded in Official Records Book 2194, Page 696, of the Public Records oflndian River County, Florida. |
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EXHIBIT A-10 TA Savannah 4401 Flighway 17 Savannah (Richmond Hill). GA BEGINNING at a concrete monwnent located at the southwest comer of the intersection of Interstate Highway No. 95 and U.S. Highway No. 17; thence south 89 degrees 20 minutes 30 seconds east and along the western right of way line of Interstate Highway No. 95 a distance of 76.32 feet; thence continuing along the westerly right of way south 20 degrees 47 minutes 00 seconds east a distance of 184.68 feet to a point of curvature, thence along a curve to the left having a radius of 1019.97 fet and a tangent of277.91 feet, an arc length of542.66 feet to a point of tangency; thence south 51 degrees 16 minutes 00 seconds east along the westerly right of way line of Interstate Highway No. 95 a distance of 197.15 feet to a point of curvature; thence along a curve to the right having a radius of 889.97 feet and a tangent of 275.09 feet an arc length of 533.62 feet to the most southeasterly corner of said described parcel or tract of land; thence south 6.3 degrees 15 minutes 00 seconds west along the south line of said described parcel or tract a distance of 668.91 feet to the most southwesterly corner of said described tract or parcel of land; thence north 5 I degrees 26 minutes 30 seconds west and along the northerly right of way of a 60.0 feet road a distance of 378.54 feet to a point of curvature; thence along the right of way and on a cwve to the right having a radius of 427.58 feet and a tangent of 245.0 feet an arc distance of 444.96 feet to a point of a reverse curve; thence continuing along the northerly right of way of a 60.0 foot road and a curve to the left having a radius of 653.15 feet a tangent of 297.66 feet an arc distance of 55&.58 feet to the most n01thwesterly comer of said described tract or parcel of land; thence north 49 degrees II minutes 00 seconds east and along U1e north lien of said described tract or parcel of lund a distance of 410.00 feet to the point or place of beginning. Said described tract or parcel of land containing 20.0 acres, more or less. |
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EXHIBIT A-ll TA Elgin 19 N. 430 Route 20 Hampshire (Elgin), IL Legal Description All THAT CERTAIN REAL PROPERlY LOCATED IN TliE COUNlY OF KANE, STATE OF ILliNOIS, BEING MORE PARTICULARLY DESCRIBED AS: THAT PART OF THE SOUTHWEST 1/4 OF TliE NORTHWEST 1/4 AND OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 42 NORlli, RANGE 6 EAST OF TliE THIRD PRINCIPAL MERIDIAN, KANE COUNTY, ILliNOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTliWEST l/4 OF THE NORTHWEST 1/4; THENCE NORTH ALONG THE WEST UNE OF SAID SECTION 2 TO THE SOUTHWESTERLY UNE Of A TRACT OF LAND CONVEYED TO THE DEPARTMENT OF PUBLIC WORKS AND BUILDINGS OF THE STATE OF ILLINOIS BY DEED DATED JULY 16, 1958 RECORDED OCTOBER 27, 1958 IN BOOK 1926, PAGE 403, AS DOCUMENT NUMBER 873955; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY UNE TO lliE NORTHEASTERLY LINE OF PARCEL N-46-26 ACQUIRED BY lliE ILLINOIS STATE TOLLWAY HIGHWAY COMMISSION THROUGH PROCEEDINGS IN THE CIRCUIT COURT OF KANE COUNTY, AS CASE NO. 57-441; THENCE NORllfWESTERLY ALONG SAID NORlliEASTERLY UNE TO THE WEST LINE OF SAID SEmON 2; THENCE NORTH ALONG SAID WEST UNE TO THE POINT OF BEGINNING, IN lliE TOWNSHIP OF HAMPSHIRE, KANE COUNTY, IlliNOIS. ALL OF TliE ABOVE-DESCRIBED lAND BEING THE SAME AS FOLLOWS: A PARCEL OF LAND BEING LOCATED IN THE SOUTHWEST QUARTER OF lliE NORTHWEST QUARTER AND OF THE NORlliWEST QUARTER OF TliE SOUlliWEST QUARTER OF SEmON 2, TOWNSHIP 42 NORlli, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN, KANE COUNTY, ILLJNOIS, BEING MORE PARTICUlARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID TRACT, SAID POINT BEING ON THE WESTERLY R.O.W. UNE OF U.S. ROUTE 20; THENCE WITH SAID WESTERLY R.O.W. UNE SOUTH 40 DEGREES 01 MINUTES OS SECONDS EAST A DISTANCE OF 488.59 FEET; lliENCE WITH SAID WESTERLY R.O.W. UNE ALONG TliE ARC OF A CURVE TO THE RIGHT, SAID CURVE HAVING A RADIUS OF 3521.20 FEET AND CEN1MLANGLE OF 13 DEGREES 54 MINUTES 58 SECONDS, SAID CURVE HAVING A CHORD BEARING OF SOUTH 33 DEGREES 03 MINUTES 36 SECONDS EAST AND A OiORD DISTANCE OF 853.15; THENCE SOUTH 11 DEGREES 03 MINUTES 53 SECONDS EAST DEPARTING FROM SAID WESTERLY R.O.W. LINE A DISTANCE OF 411.81 FEET TO A POINT; THENCE NORTH 70 DEGREES 51 MlNUTES 10 SECONDS WEST A DISTANCE OF 910.80 FEET TO A FOUND IRON BAR; TI-IENCE NORlli 00 DEGREES 18 MINUTES 50 SECONDS EAST ALONG THE NORlliERN R.O.W. OF ILLINOIS NORTHWEST TOLLWAY, A DlSTANCE Of 824."80 FEET; THENCE NORTH 00 DEGREES 25 MINUTES 21 SECONDS WEST A DISTANCE OF 369.85 FEET TO lliE POINT OF BEGINNING, IN KANE COUNTY, ILUNQ[S. . |
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EXHIBIT A-12 Morris, IL 21 Romines Drive Morris, IL 60450 Real property in the City of Morris, County of Grundy, State of Illinois, described as follows: Parcel 1: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the nmthwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of Section 27 for a distance of 871.33 feet for a place of beginning; thence continuing North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of said Section 27 for a distance of 461.01 feet; thence South 01 Degrees 22 Minutes 46 Seconds East for a distance of 575.35 feet; thence South 52 Degrees 56 Minutes 42 Seconds West for a distance of 136.71 feet; thence South 37 Degrees 03 Minutes 18 Seconds East for a distance of 180.10 feet to a point on the northerly line of Interstate Route 80 as depicted on the Plat of Highways recorded as Document 332059; thence South 52 Degrees 56 Minutes 40 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 72.12 feet; thence South 57 Degrees 50 Minutes 3 7 Seconds West along the said northerly right-of-way line ofinterstate Route 80 for a distance of526.93 feet; thence South 65 Degrees 37 Minutes 30 Seconds West along the said northerly right-of-way line oflnterstate Route 80 for a distance of 205.00 feet; thence South 79 Degrees 49 Minutes 0 I Seconds West along the said northerly right-of-way line of Interstate 80 for a distance of287.63 feet; thence North 55 Degrees 14 Minutes 14 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 193.66 feet; thence North 27 Degrees 29 Minutes 42 Seconds West along the east right-of-way line of Illinois Route 4 7 as depicted on said Document 386495 for a distance of 164.96 feet; thence North 07 Degrees 40 Minutes 48 Seconds West along said east right-of-way line of Illinois Route 47 lor a distance of 201.26 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along said east right-of-way line of Illinois Route 47 for a distance of 195.00 feet; thence North 62 Degrees 21 Minutes 27 Seconds East along said east right-of-way line of Illinois Route 47 for a distance of 69.77 feet; thence North 43 Degrees 44 Minutes 20 Seconds East along the said east right-of-way line of Illinois Route 47 for a distance of83.44 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along the said east right-of-way line of Illinois Route 47 for a distance of 35.27 feet; thence North 88 Degrees 04 Minutes 15 Seconds East for a distance of 662.51 feet; thence Nmth 01 Degrees 55 Minutes 45 Seconds West for a distance of 444.44 feet to the place of beginning, in Grundy County, Illinois. Parcel 2: |
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That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the nmih line of the Southwest Qumier of Section 27 for a distance of 1332.33 for a place of beginning: thence Nmih 01 Degrees 22 Minutes 46 Seconds West for a distance of7.65 feet; thence North 88 Degrees 07 Minutes 21 Seconds East for a distance of 1134.66 feet to a point on the northerly right-of-way line of Interstate Route 80 as depicted on the Plat of Higln:vays recorded as Document 386495; thence South 52 Degrees 56 Minutes 40 Seconds West along said right-of-way line for a distance of 1204.13 feet; thence Nmih 37 Degrees 03 Minutes 18 Seconds West for a distance of 180.10 feet; thence South 52 Degrees 56 Minutes 42 Seconds West for a distance of63.29 feet; thence Nmih 01 Degrees 22 Minutes 46 Seconds West for a distance of 575.35 feet to the place of beginning, in Grundy County, Illinois. Parcel 3: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 8 8 Degrees 07 Minutes 22 Seconds East along the north I ine of the Southwest Quarter of Section 27 for a distance of70.00 feet to a point on the east right-of-way line of fllinois Route 47 as Depicted on the Plat of Highway recorded as document 344829 being also the place of beginning: thence continuing North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of said Section 27 for a distance of 801.3 3 feet; thence South 0 I Degrees 55 Minutes 45 Seconds for a distance of 444.44 feet; thence South 88 Degrees 04 Minutes 15 Seconds West tor a distance of721.51 feet; thence North 62 Degrees 31 Minutes 24 Seconds West 71.28 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along the westerly right-of-way line of Illinois Route 47 for a distance of 226.05 feet; thence South 88 Degrees 44 Ylinutes 20 Seconds West along said right-of-way line for a distance of22.50 feet; thence North 0 I Degrees 15 Minutes 40 Seconds West along said right-of-way for a distance of 183.88 feet to the place of beginning, in Grundy County, Illinois. Together with easement for parking, ingress and egress pursuant to Easement Agreement dated November 5, 2007 and recorded November 8, 2007 as Document 483847. |
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EXHIBIT A-13 Greensburg, IN 1409 S. Country Road 850 East Greensburg, IN 4720 Real property in the City of Greenshurg, County of Decatur, State of Indiana, described as follows: PART OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 10 NORTII. RANGE 11 EAST: BEGINNING FIRST AT THE CENTER CORNER OF THE NORTHWEST QUARTER OF SAID SL::CriON 17: THENCE SOUTH lc IT WEST ON TilE QUARTER QUARTER U"JE 506.19 FEET TO AN IRON PIN; TIIENCE SOUTI I 89°56' EAST 300 FEET TO AN IRON PIN AND THE TRUE POINT OF BEGINNING OF THIS TRACT. THENCE SOUTH I 0 !7' \VEST 704.82 FEET TO TilE CENTER LINE OF FRONT ROAD #2 OF INTERSTATE ROAD #74 OF Tl IE NEW POINT INTERSECTION; TIIENCE ON S.AID CENTER LINE NORTH Sr53' EAST 28.7 FEET TO THE POINT OF TANGENT OF CURVE F-1 AT STATION 597+ 16.69: THENCE DEFLECTING TO TilE U:FT AND FOLLOWING THE CURVrNG C[NTER LINE OF A CURVE WITH A DELTA OF 27°23' 15" A 1 0°00' CURVE WITH A RADIUS OF 572.96 FEET AND TANGENT OF 139.61 FEET TO THE POINT OF TAN GENT AT STATION 599+90.57. TI IENCE CONTINUING NORTHEAST ON SAID CENTERLINE 547.2 FEET TO STATION 605+ 37.77 TO THE POINT OF CURVE F-4; TIIENCE DEFLECTING TO THE LEFT AND FOLLOWING TIIE CURVING CENTERLINE OF A CURVE WITH A DELTA OF 60°00' A 2Xc38'52" DEGREE OF CURVE A RADIUS OF 200 FEET AND TANGENT OF 115.47 FEET TO TIIE STATION 607+47.21; THENCE NORTH ON SAID CENTFRUNF 9U5 FEET TO STATION 608+-38.56 AND THE POINT OF CURVE: THENCE DEFLECTING TO TilE RIGHT AND FOLLOWING TilE CURVING CENTERLINE OF CURVE F-5 WHOSE DELTA IS 90°00'; A DEGREE OF CURVE 114°35'30" A RADIUS OF 50 FEET AND TAN GENT OF 50 FEET TO TilL:: POINT OF TANGENT AT STATION 609+ 17.10: TIIENCF EAST 112 FEET TO FRONT ROAD STATION 610+29.1 AND CENTERLINE STi\TlON 12+59 OF ROAD S-9-F OR TilE NORTH AND SOUTH CENTERLINE OF SAID SECTION 17: THENCE NORTH 00°29' 15" EAST ON TIIE HALF SECTION LINE 78.68 FEET TO STATION 11 +80.32; THENCE LEAVING SAID ROAD NORT1 I 89°02' WEST 132.5 FEET TO AN IRON PIN; THENCE SOUTH 68°26' WEST 65.49 FEET TO AN IRON PIN: THENCE NORTH 89°56' WEST 824.11 FEET TO THE TRUE POrNT OF BEGINNING AND CONTAINING 10.61 ACRES, MORE OR LESS AND SUBJECT TO ALL LEGAL HIGHWAYS. THE LAND BEI:..IG THE SAME LAND DESCRIBED AS FOLLOWS (AS-SURVEYED LEGAL): PART OF TilE NORTHWI ST QUARTER OF SECTION 17, TO\VNSHIP I 0 NORTH, R.ANGE 11 EAST, BEGINNING FIRST AT TI-lE CENTER CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 17; THENCE SOUTH I 0 !7' WEST ON THE QUARTER QUARTER LINE 506.19 FEET TO AN IRON PIN: THENCE SOUTH 89°56' EAST 300 FEET TO AN IRON PIN AND THE TRUE POINT Of BEGINNING OF TillS TRACT. THENCE |
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SOUTH 1°17' WEST 718.69 FEET TO THE CE!\TER LINE OF FRONT ROAD #2 OF 11\TERSTA TE ROAD #74 OF THE NEW POINT INTERSECTION: THENCE OJ\ SAID CENTER LINE NORTII 87°53' EAST 28.7 FEET TO TilE POTNT OF TANGENT OF CURVE F-1 AT STATION 597+16.69; THE"NCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTER LINE OF A CURVE WITH A DELTA OF 27°23'15" A 108 00' CURVE WITH A RADIUS OF 572.96 FEET AND TANGENT OF 139.61 FEET TO THE POINT OFTANGENT AT STATION 599+90.57. THENCE CONTINUING NORTHEAST 0SAID CENTERLINE 547.2 FEET TO STATION 605+37.77 TO THE POINT OF CURVE F-4; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTERLI1\E OF A CURVE WITH A DELTA OF 60°00' A 28°38'52" DEGREE OF CURVE A RADIUS OF 200 FEET AND TANGENT OF 115.47 FEET TO THE STATION 607+4 7.21: THENCE NORTH ON SAID CENTERLINE 91.35 FEET TO STATION 608+38.56 Al\D THE POINT OF CURVE; THENCE DEFLECTING TO THE RIGHT AND FOLLOWING THE CURVING CENTERLINE OF CURVE F-5 WHOSE DELTA IS 90°00'; A DEGREE OF CURVE 114°35"30' A RADIUS OF 50 FEET AND TANGENT Of 50 fEET TO THE POINT OF TANGENT AT STATION 609+17.1 0; THENCE EAST 112 FEET TO FRONT ROAD STATION 610+29.1 AND CENTERLINE STATION 12+59 OF ROAD S-9-F OR THE NORTH AND SOUTH CENTERLINE Of SAID SECTION 17; TIIENCE NORTTI 00°29"15' EAST 00J TilE HALF SECTION LINE 78.68 FEET TO STATION 11 +80.32; TI IENCE LEAVING SAID ROAD NORTH 89°02' WEST 132.5 FEET TO AN IRON Pil\: TIIFNCE SOUTII 68°26' WEST 65.49 fTET TO AN IRON PIN; TIIENCE NORTll 89°56' WEST 824.11 FEET TO TilE TRUE POINT OF BEGINNING AND CONTAINING 11.10 ACRES. MORE OR LESS AND SUBJECT TO ALL LEGAL IIIGIIWA YS. |
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EXHIBIT A-14 TA Lake Station 1201 Ripley Street Lake Station. IN I j Parcel 1: Part of the West y, of the Northwest Y. of Section 9, Township 36 North, Range 7 West of the Second Principal Meridian, Lake County, Indiana, more particularly described as follows: Commencing at the point of Intersection of the Southerly line of the 1SO foot wide Northern Indiana Public Service: Company Right-of-Way with the East line of the West 1/1 of the Northwest ;. of said Section 9; thence south 00 degrees 04 Minutes East along the East line of the West '12 of the Northwest '/ of said Section 9 a distance of 252.81 feet; thence South 89 Degrees 56 Minutes West, 268.43 feet to the Point of Beginning of this described parcethence South 86 Degrees 26 Minutes West, 738.41 feet more or less to a point in the cecter line of Indiana State Road 51, which is 220 feet South of the South line of the 15,0 foot wide Northern Indiana Public Senrice Company Right of-way; thence South 00 Degrees 02 minutes West, 299.08 feet; thence East at right angles, 306.72 feet; thence Northeasterly with an inte.r:ior angle of 140 degrees 00 Minutes for a distance of 558.08 feet more or less to the point of beginning. Parcel 2: Part of the West '12 of the Northwest ;,Section and Township 36 North, Range 7, West of the Second Principal Meridian, more particularly described as follows: Commencing at a point on the center line ofState Road 51 and 833.88 feet North of the Southwest comer thereof; thence East at right angles a distance of 806.72 feet; thence Southeasterly with a deflection angle of 40 Degrees a distance of SB4.25 feet; thence East with a deflection angle of 40 Degrees a distance of 260.5(5 feet more or less to the centerline of Bums Ditch; thence Northeasterly along the center lioe of Bums Ditch to a point on the East line of the West 'lz of the Northwest 1 /. of said Section 9; thence North along the East line of the West '/ of the Northwest '/. of said Section 9 a distance of 1221.41 feet more or less; thence West on a line at right angles to State Road 51 a distance o£258.43 feet more or less to a point 734.23 feet East of the corner line of said State Road 51; thence Southwesterly with a deflection angle of 40 degrees distance of 558.08 feet, thence West with a deflection angle of 40 Degrees a distance of 306.72 feet to the center line of State Road 51; thence South along the center line of State Road 51 a distance of 500 feet to the Point of Beginning. Except therefrom that parr, if any, lying Southeasterly of the earner line of Burns Ditch, Lake County, fn ana. |
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EXHIBIT A-15 T;\ Tallulah 224 I ligll\vay ()5 South Tallulah. LA Legal Description A certain piece of portion of ground, together with all the buildings' and improvements thereon, and all the rights, ways, privileges, servitudes, appurtenances and advantages thereunto belonging or in anywise appertaining, situated in the Parish of Madison, State of Louisiana, Section 29, Township 16 North, Range 12 East, more particularly descn"bed as follows: From the concrete post on the westerly bo1mdary of the present right of way of U.S. Highway 65 at Station 800 run South 0 degrees 42 minutes East along said boundary a distance of 431.34 feet; thence South 89 degrees 19 minutes West 41.02 feet to an iron pin set in the proposed new right of way line of U.S. Highway 65, the Point of Beginning proper, thence continue South 89 degrees 19 minutes West 800 feet to an iron pin; thence North 0 degrees 41 V. minutes West 735.00 feet to an iron pin; thence North 89 degrees 19 minutes East 300.00 feet to an iron pin; thence North 0 degrees 41 V. minutes West 1,261.50 (title) 1260.50 (actual) feet to an iron pin; thence North 30 degrees 36 minutes West 164.2 feet to an iron pin; thence South 33 d11grees 08 Yr minutes West 10.0 feet to au i.rou pin; thence North 56 degrees 51 Y: minutes West 25.00 feet to an iron pin; thence North 33 degrees 8 Vz minutes East 25.0 feet to an iron pin set in the southwesterly boundary of proposed right of way of Interstate Highway 20; thence along said boundary South 56 degrees 5 I Yz minutes East 25.0 feet to the iron pin; thence continuing along said boundary by a curye to the right 418.6 feet to an iron pin. said curve having a radius 666.2 feet, the chord of which is 411.8 feet along with a bearing South 20 degrees 54 113 minutes East; thence continuing along said boundary South 2 degrees S4 minutes (actual) 56 V. (title) minutes East 658.6 feet to an iron pin; thence continuing along said boundary by a curve to the left 554.6 feet to an iron pin, said curve having a radius of 362.00 feet, the chord of which is SO1.9 feet long with a bearing of South 46 degrees 47 ¥.minutes East; thence continuing along said boundary South 63 degrees 15 V. minutes East 49.6 feet to an iron pin set in the proposed new right of way line of U.S. Highway 65; thence South 0 degrees 41 V. minutes East along said right of way 735.0 feet to the Point of Beginning proper and containing 16.45 acres, more or less, in Section 29, Township 16 North, Range 12 East, Madison Parish, Louisiana, together with all buildings and improvements thereon and all rights, ways and appw1cnances thereto belonging or in any manner appertaining. Together with a servitude measuring fifteen (15') feet in width adjacent to and paralleling the Interstate 20 right of way and extending to Walnut Bayou said servitude being for sub-surface drainage, including the right to install and utilize a pipe or pipes for such purpose (the "Servitude"). Acquired by Act ofSaJe recorded under Entry No:85251, COB 130, Folio 128. |
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EXHIBIT A-16 Ti\ Bzlitimorc South NO 1 Assatcague Dri vc .kssup (Baltimore South). MD I I .i. ' |
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c..L'\c.tn I ft-I I TA Ann Arbor 200 Baker Road Ann Arbor (Dexter). Ml LEGAL DESCRIPTION Beginning at the Southwest corner of Section 17,Town 2 South,Range 5 East,Scio Township, Washtenaw County, Michigan;thence North 00 degrees 16 minutes 55 seconds West 188.27 feet along the West line of said Section to a point on the Southerly line of the I-94 Expressway; thence North 87 degrees 53 minutes 40 seconds East 1335.97 feet along said Southerfy line to a point on the East fine of the West 1{2 of the Southwest 1/4 of said Section; thence South 00 degrees 06 minutes 20 seconds East 239.29 feet along li(!id East line to the Northwest conier of JadGon Road Commerdai-Industrial SubdiVision, of part of the Northwest 1/4 of Section 20,Town 2 South, Range 5 East, Sclo Township, Washtenaw County, Michigan as recorded in Uber 16 of Plats,Pages 37 and 38, Washtenaw County,Records; thence South 00 degrees 11 minutes 00 seconds East 851.94 feet along the West line of said subdivision and the East line of the West 1/2 of the Northwest 1/4 of said Section; thence North 88 degrees 34 minutes 20 seconds West 1274.46 feet to a point on the Easterly right-of-way line of Baker Road; thence North 00 degrees 13 minutes 35 seconds West 637.48 feet along said right-of-way line; thence South 89 degrees 46 minutes 25 sewnds West 60.00 feet to a point on the West fine of said Section; thence North 00 degrees 13 minutes 35 seconds West 184.87 feet along said West line to the Point of Beginning. Being a part of the West 1/2 of the Southwest 1/4 of Section 17 and a part of the West 1/2 of the Northwest 1/4 of Section 20, Town.2 South, Range S East,Sdo Township, Washtenaw County,Michigan.EXCEPTING therefrom that part deed for highway purposes,described as: Nl that part lying Westerly and Northerly of a line described as: Commendng at the Northwest comer of Section 20,Town 2 South,Raflge 5 East, Sdo Township, Washtenaw County, Michigan; thence South 01degrees 25 minutes 20 seC:onds"Eastalong the West Une of said Section 20 a distance of 4{)2.75 feet to the point of beginning; thence North 88 degrees"34 minutes ':lO seconds East, 72.18 feet; thence North 01degrees 25 minutes 20 seconds West,193.31 feet tO the point of beginning of a limited access right of way line (restricting all ingress and egress); thence continuing North 01degrees 25 minutes 20 seconds West,138.06 feet; thence North 79 degrees 21 minutes 07 seconds East 1430.00 feet to a point of ending. |
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,L...i.Lllo. ..L·.LJI..Lr-1-J u TA rvleridian 2150 Russell Mt. Gilead Rd. Meridian. MS All of the real property situated in the County of Lauderdale, State·or Mississippi more particularly dest:ribed as follows: ... Parcel A: Beginning at a point 375.53 feet South of the Northwest corner of the NE Y. of the NW Y. of Section 5, Township 6 North,.; Range 17 East, thence Sooth 62 degrees l1 minutes East, 275.4 feet, thence South 27 degrees 49 miuutes West 45.0 feet, -. thence South 62 degrees 11 minutes East 217.03 feet, thence South 42 degrees 30 minutes East 305.2 feet, thence South 55 degrees East 241.38 feet, thence South IS degrees 51 miuutes West, 89.83 feet, thence South 50 degrees 45 minutes West 175.5 feet, thence West 642.38 feet, thence North 810.47 feet to the POINT OF BEGINNING, containing 9.3 acres more or' less and being a part of the NE \1.. of the NW11. ofSedion 5, Township 6 Nortb, Range 17 East, Lauderdltle County, Mississippi, LESS AND EXCEPT a strip of ground 210 feet wide East and West off and across the entire West side of said property. Parcel B: Beginning at a point414.52 feet East and 645.11 feet South of the Northwest corner of the NEY. of the NWY. of Section 5, · Township 6 North, Range 17 Eut, thence Southeasterly along the South line of public road 516.83 feet, thence Soulh 16 degrees 51 minutes West60.64 feet, thence North 55 degrees West 241.38 feet, thence North 42 degrees JO minutes West 30S.'Z feet to the POINT OF BEGINNING, containing 0.7 acres more or less and being a part of the NEY. of the NWY. or Section 5, Township 6 North, Range 17 East, Lauderdale County, Mississippi. ParceiC: Beginning at the Northeast corner of theSE '1. of the NWY. of Section 5, Township 6 North, Range 17 East, Lauderdale County, Mississippi, thence East 642.38 feet, thence Sooth 56 degrees 45 minutes West aloog tbe North right of way line of Interstate Highway #20 11nd #59, a distance or 315.74 feet, thence South 70 degrees 04 minutes West 396.2 feet alo-ng POINT 1 OF BEGINNING, containing 2.5 acres more or less and being a part of the SE@/4 of tbe NWY. of Section 5, Towosbip 6 · North, Range 17 East, Lauderdale County, Mississippi. Parcel D: Begin at tbe Southwest corner of NE\1.. of NWY. of Section 5, Township 6 North, Range 17 East, Lauderdale County, . Mississippi; thence East 210 feet, thence North 699.20 feet to tbe South line of Sims Public Road, thence North 62 degrees 43 minutes West line of said NE'I. of NW'I., thence South along the West line of said NE\1.. of NW'I. 307.31 feet to tbe POINT OF BEGINNING; being a part ofNEY. of NWY. of Section 5, Township 6 North, Range 17 East, Lauderdale Couoty, Mississippi. ALSO DESCRIBED AS FOLLOWS: Commence at the Northwest comer of the Northeast V. oftbe Northwest Y. of Section 5, Township 6 North, Range 17 East, Lauderdale County, Mississippi: th'ence South 375.53 feet to a point on the South right-of-way line of Russeii-Mt. Gilead Road; thence South 62 degrees 11 minutes East 275.4 feet along said right-of-way lioe to a Point, thence South 27 degrees 49 minutes West 45.0 feet along said _right-of-way line to a point, thence South 62 degrees II minutes East 217.03 feet along said right-of way line to a poiot; theoce Southeasterly 516.83 feet along said right-of-way line to Its iotersectioo with the North right-of-way line of the entrance ramp to interstate 20/59; thence Sooth 16 degrees 51 minutes West 150.47 feet aloogthe North right-of-way line of said entrance ramp to a point; thence South 58 degrees 45 mioutes West 491.24 feet aloog said right-of-way line to a point; thence South 70 degrees 04 minutes West 396.2 feet along said right-of-way line to 11 point on the West line ofthe East II, of the Northwest V. of Section 5, Township 6 North, Range 17 East; theoce North 1109.4 feet along the West line of the East Y, of the East Y: of the Northwest.Section 5 Township 6 North, Range 17 East, Lauderdale County, Mississippi and containing 12.49 acres more or less. |
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EXHIBIT A-19 Tt\ Concordia 102 NW 4th Street Concordia. MO A TRAct OF.LAND LOCA'l'BD iN 'i1iB So'OtHWESt QUART$ OF sacnol'HIRTY TH1tBE (33), TOWNsai'P FON1NB (49) NQ.ltt:a oFQI.Ji.m. RANOB TWBNIY FOUR (24) WEST OF WE F1Fi'H PRINCIPAl,. AND. A PART OF BI.0CKS ·.NUMBmum 'J.lmEB (3) AND POUR (4) OF NOJtTEIVIaW SUBDIVISION AS SAID BLOCKS AP'tJtiON 'tHE PLAT OF SAli> SOBDMSION OP RECORD IN PLAT BOOK 9 AT PAGB 33 lN nt8 OF'FICE OF TfiB RSCORDBR OF imm>s POlt LAFAYP.'ITB COUNr'Y, MISSOURI, AND BEING A JiART OF TiiB UNPLATtiiD LAND LYiNG lMMBDIATBLY ADJACENT TO SAID Bl..OCKS NUMBERED 'I'HREB (3) ANI> FOUR(4), AND BBING MORE PARTICOLARLY DESC:IuimD AS FOlLOWS: BEGINNING AT A 112 INCH IRON BAR BElNO THE WEST QUARTER. CORNeR OF SAID SECTION 'I'IIJRTY TiiRBa (33), THENCE WITH THE QUARTER SBCfiON LINE, SOtml 89 DEG.REEs 01 MINUtES 29 sEcoNDS EAST 29 .35 FEET, . 'i'HBNCB SOUl'H 00 DEGREES 32 Mi:NUt'ES 23 SECONDS WBS'r 195.01 FBET TO A POINT ON1'HB SoutH LINB OF A Ft1ruR.E STREET AND THE POOO OF BEGINNiNG, THENCE SOUTII 89 DiroREEs 01 MlNUTES 29 SECONDS EAST PARALLEL WITH SAJD QUARTER SECTION, 1025.59 FEET TO Tim WESTERLY RIGHT OF WAY LINE OF MISSOURI ROUIE 23, 'IHENCB WlTH SAID'RIOHt OFi..INB soum 6 :OBGRBBS 35 MINUTES 19 SECONDS WBST. 56.37 Fimr TO 'i'HB BEGINNiNG OF A CURVE 'It> THE RI.THENCE ALONG SAID CURVE HAV1NG A RADIUS OF 1100.92 FEET FOR AN ARC LBNG'l'H OF 6'60.33 PBET, Tim WNO CHORD f'OR TilE CURVE BEARS SOUTII 17 DEGREES 36 MINtJTES 15 SECONDS T. 650.48 FEET, THENCE Saurn 34 DEGREES 47 MlNUfES 14 SECONDS WEST, 418.05 FEET, CB SOUrH 56 DEGREES 36.MINiirns 09 SECONDS WEST, 143.30 FEBT, THENCE LEAVING SAID RIGHr OF WAY, NOR1H li8 DBG.REES 44 MINUTES IS SECONDS WEST, 274.64 FEET, THENcE NORTH 00 DEGREES 32 MlNUI'BS 23 SBCONDS EAST, 200,00 FEET, THENCE NORTH 88 DEGREES 42 MiNUTES 15 SECONDS 'WBST.200.00 FEET.THENCE NORTII 00 DEGREES 32 MINUfES 23 Sf!CONDS EAST, 905.00 FEET TO THE POINt OP BEGINNING. EXCEPT 'IHAT PART CONV'EYED TO Tim CITY OF CONCORDIA BY lNSTR.UMBNI' OF RECORD IN BOOK 832 PAGE 4411N SAID RECORDER'S OFFICE.. |
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EXHIBIT A-20 TA Sparks 200 North McCarran Boulevard Sparks, NV 89431 PARCEL 1: A portion of Section 4 and 9, Township 19 North, Range 20 East, M.D.B.&M., being more particularly described as follows: COMMENCING at the Northeast corner of said Section 9; thence South 81°36'31" East 376.96 feet to a point on the centerline of a proposed roadway known as Nichols Boulevard; thence along the said centerline North 59°43'50" West 1280.34 feet to the Intersection of the Easterly right of way line of McCarran Boulevard with centerline of Nichols Boulevard, said point being the Point of Beginning of this description; thence along the centerline of said Nichols Boulevard South 59°43'50" East 691.24 feet; thence South 30°16'10" West 1074.75 feet to the Northeasterly right of way line of Interstate 80' thence along said Interstate 80 right or way North 56°42'18" West 541.97 feet; thence leaving said right of way North 30°16'10" East 230.40 feet; thence North 59°43'50" West 150.02 feet to the Easterly right of way line of said McCarran Boulevard; thence along said right of way line North 30°16'10" East 815.74 feet to the Point of Beginning. EXCEPTING THEREFROM that portion thereof conveyed to the City of Sparks for Nichols Boulevard by Deed recorded March 9, 1972 under File No. 237148. AND EXCEPTING THEREFROM that portion thereof conveyed to the State of Nevada for highway purposes by Deed recorded February 5, 1975, under File No. 354503. FURTHER EXCEPTING THEREFROM those portions conveyed to the State of Nevada for highway purposes by Deeds recorded May 17, 1991, under File No's. 1480276 and 1480277, Official Records. APN: 037-013-12 Document Number 1664491 is provided pursuant to the requirements of NRS 111.312 PARCEL2: Parcel1 as shown on Parcel Map No. 142, Parcel Map for ROBERT L. HELMS, recorded In the office of the County Recorder of Washoe County, State of Nevada on March 11, 1974, under Document No. 357608, Official Records. APN: 037-013-10 PARCEL 3: A portion of Section 9 and 10, Township 19 North, Range 20 East, M.D.B.&M., which Is described as follows; COMMENCING at the Northeast comer of said Section 9; thence South 81°36'31" East 376.96 feet to the intersection of Nichols Boulevard and Howard Drive; thence along the centerline of Nichols Boulevard, North 59°43'50" West 275.90 feet; thence leaving said centerline, south 30°16'10" West 40.00 feet to the True Point of Beginning; said point also being the Northeast |
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Sparks, NV 89431 Page 2 corner of that certain parcel of land described in Instrument recorded In Book 817, Page 388, Document No. 327383, Official Records of Washoe County; thence from said Point of Beginning along the East line of the above mentioned parcel and the Southerly prolongation thereof, South 30°16'1o· West 984.85 feet to the Northeasterly right of way line of Interstate 80, Project 1-UI-RFI-080-1(64) 17, being further described as being a point on the Northeasterly line of that certain parcel of land described in Instrument recorded ln Book 859, Page 409, Document No. 347682, Official Records of Washoe County, Nevada; thence along said right of way line of Interstate 80 from a tangent that bears South 46°45'31" East along the arc of a 1328 foot radius curve to the left, having a central angle of 01°19"30", an arc distance of 30.71 feet; thence leaving said right of way line, North 30°16'10" East 1031.40 feet to the centerline of Nichols Boulevard; thence along said centerline, South 59°43'50" East 30.00 feet to a point; thence South 30°16'10" West 40.0 feet to the Point of Beginning. EXCEPTING THEREFROM that portion thereof conveyed to SIERRA 76, INCORPORATED by Deed reyorded December 11, 1980 under File No. 711758. APN: 037-013-10 Document Number 1664491 is provided pursuant to the requirements of NRS 111.312 PARCEL4:-t? A portion of Sections 3, 9 and 10, Township 19 North, Range 20 East, M.D.B.&M., described as follows: COMMENCING at the Northeast corner of Section 9, Township 19 North, Range 20 East, M.D.B.&M.; thence South 81°36'31" East 376.96 feet to the intersection of Nichols Boulevard and Howard Drive; thence along the centerline of Nichols Boulevard North 59°43'50" West 245.90 feet; thence leaving said centerline South 30°16'10" West 40.00 feet to the rlght of-way of Nichols Boulevard and the True Point of Beginning; thence South 30°16'10" West 417.25 feet; thence North 59°43'50" West 30.00 feet; thence North 30°16'10" East 417.25 feet to the Southerly right-of-way line of Nichols Boulevard; thence along said Southerly right-of-way line South 59°43'50" East 30.00 feet to the True Point of Beginning. APN: 037-013-09 Document Number 1877851 js provided pursuant to the requirements of NRS 111.312 |
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EXHIBIT A-21 TA Greenland 1 OR Ocean Drive Grccnbnd. Nil Legal Description lEASEHOLD DESCRiPTION: A certain tract or parcel of land situated on the easterly side of Route 101, sO-ca!led,In Greenland, County of Rockingham and State of New Hampshire,shown on a plan entitled, "Plan of Land,Ocean Road,NH for Exit 3 Truck Service,Inc.",drawn by Durgin, Verra and ASsodates,Inc.,dated June 21, 1990, bounded and described as follows on said Plan: . . . · Beginning at a point on the northeasterly sideline of Ocean Road and the Intersection with Route 101 · shown as "found NHHB"; Thence proceedingS 45° 19' 46" fa distance of 732.61, more or less to a point; Thence turning and running S 23° 23' 51" W a distance of 394.26', more or less to a point; . . Thence turning' and running N 40° 40' 20" W a distance of 223.22', more or less to a point; Thence proceeding N 77° 27' 21" W a distance of 167.00 feet,more i:>r less to a point; Thence turning and running N 40° 40' 20" W a distance of 152.23 feet, more or less to a point; Thence proceeding N 3SO 39' OS" W a distance of 99.64 feet, more or less to a point; Thence proceeding N 32° 004' 15" W a distance of 72.99 feet, more or less to a point; Thence proceeding N 27° 47' 00" W a distance of 82.12 feet more or less to a JJ91nt; Thence turning and running N 26° 58' 47" E a distance of 197.00 feet to the point of beginning. |
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EXHIBIT A-22 TA Gallup 3404 W. Highway 66 Gallup. NM ) McKinley Courity Property: A certain tract of land lying in the NEl/4 of Section 27,T.15N.,R. 19W., N.M.P.M., City of Gallup, County of McKinley,State of New Mexico being more particularly bounded and described as follows, to wit: O>mmendng at a point for the Northeast comer of said tract of land,said same point lying on the Northerfy line of Section 27,T.15N., R.l9W., N.M.P.M. and from whence the comer common to Sections 22, 23, 26 and 27,T.15 N., R. 19W.,N.M.P.M.,(being a brass cap monument) bears N. 87" 17' 00" E.,a distance of 1,331.64 feet; to the point of BEGINNING, THENCE,5. 12" 22' 00" E., along the easterly line of said tract a distance of 791.05 feet to a point for the southeast corner of said tract, sald same point lying on the Northerly right-of-way line of Highway u.s. 66; THENCE, s. 77" 38' 00" W., along the Southerly line of said tract and the Northerly right-of-way line of Highway U.S. 66 a distance of 828.32 feet to a point for the Southwest corner of said tract; THENCE,N. 12° 22' 00" W.,along the Westerly line of said tract a distance of 762.28 feet to a point for the Northwest corner of said tract, said same point lying on the Southerly right-of-way line of the Atchison Topeka and Santa Fe Railroad; THENCE, N. 73° 53' 00" E.,along the Northerly line of said tract and the Southerly right-of-way of the Atchison Topeka and Santa Fe Railroad a distance of 721.54 feet to an angle point, said same point lying on the Northerly line of Section 27,T.15N., R.18W.,N.M.P.M.; THENCE, N. 87° 17' 00" E.,along the Northerly line of said tract and the Northerly nne of Section 27, T. 15N.,R19W., N.M.P.M.,a distance of 109.87 feet to a point for the Northeast comer of said tract,said same point being the true point and place of BEGINNING. Also being insured as follows: Also encumbering the following described land to the extent not inducted In the afore described land: A tract of land lying within the Northeast quarter (NEl/4) of Section Twenty-seven (27),Township Fifteen (15) North,Range Nineteen (19) West,N.M.P.M.,McKinley County, New Mexico,and more particularly described as follows: Commenting for a tie at the.Northeast corner of Section 27 and runs. 87° 17' w., along the section line a distance of 1331.6 feet to the real point of BEGINNING; THENCE S. 12° 22' E., a distance of 791.05 feet to the Southeast corner of the tract, said corner being on the Northern right-of-way line of U.S. Highway 66; THENCE S. 77° 38' W.along said right-of-way line, 828.32 feet to the Southwest corner of the tract; THENCE N 12° 22:W., a distance of 762.28 feet to the Northwest corner of the tract, said comer being on the Southern nght-of-way line of the A.T. & S.F. Railroad; lliENCE N.73° 53' E., along said right-of-way line a distance of 721.54 feet to a point; THENCE N. 87° 17' E., a distance of 109.87 feet to the real point of BEGINNING. Also known as Truckstaps of America Addition,to the City of Gallup, as the same is shown and des nated on the plat of said subdMson filed In the office of the County Clerk of McKinley County, New Mex1co on March 30, 1977 as Reception #168,076. |
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EXHIBIT A-23 Ti\ Las Cruces 202 N. Motel Blvd. I .as Cruces. NM Dona Ana County Property: Lot 1 ofT A SubdMsion,Las Cruces, New Mexico,as the same Is shown and designated on the plat of said T A Subdivision, filed In the Office of the County Oerk of Dona Ana County, New Mexico on October 20, 1999 in Plat Book 19, Folio 330-331. |
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EXHIBIT A-24 TA Dansville 96 I 6 Commerce Drive Dansville. NY Legal Description ALL THAT TRACT OR PARCEL OF LAND,situate In Town Lot 23, Range 6,In the Town of North Dansville,County of Uvlngstnn and State of New York, bounded and described as follows:Beginning at a point on the westel1y bounds of the New Sewer Plant ROad at a point that Is 9.95 feet southerly of. an existing concrete monument marking the northwesterly bounds of said New Server Plant Road . and the south bounds or the Genesee Expressway In the Town of North Dansville,said point of beginning being the northeast comer of lands conveyed by·01ar1es Owens to Richard, James and John Bennett by Deed recorded In the Uvingston County Oerk's Office In Uber 391of Deeds,page 633 thereof, said point of beginning being further desCribed as being on the southerly bounds of lands conveyed to John W. Kelly and WiHiam F. Kelly,Jr. by Deed recorded in the LMngstori County Oerf<'s Office in Uber 352 of Deeds, page 357 thereof;thence South 18" 11' 20" West along the westerly bounds of the New Sewer Plant Road a distance of 94.19 feet to an existing concrete monument; thence south 08° 10' SO" E stlli along the bounds of the New Sewer Plant Road·a distance 178.21 feet to an existing concrete monument; thence South 25' 06" East still along the west bounds of the New Sewer Plant Road a distance of 35.93 feet to the northerly bounds of a 60.0 foot wide easement owned by the People of the State of New York and shown on Map No. 4 and Identified as being Parcel No. 12 of the Genesee Expressway (Wayland to Dansville) as filed in the Uvingston County Oerf<'s Office on March 17, 1956; thence South 65° 08' 40" West·along the· northwesterly bounds of said 60.0 foot wide easement a distance of 434.12 feet; thence North 02° 07' East a distance of 373.63 feet to the northwesterly comer of lands conveyed by Owens to Bennett,as·aforesaid, and the south bounds of the lands conveyed to John and William Kelly,as aforesaid;thence North 73° "'S' East along the north line of lands of Richard,James and John Bennett, as aforesaid,and the south bounds of John and William Kelly, as aforesaid, a distance of 384.26 feet to the point of beginning. PARCEL II: ALL THAT TRACT OR PARCEL OF lAND situate In Town Lot 23, Range 6, In the Town of North Dansville,County of I.:Mngston and State of New Yorf<,bounded and described as follows:Beglnntng at the most southerly comer of New $ewer Plant Road,said polot being the.southeasterly corner of Parcel No. 12 as shown on a map of lands appropriated by the People of the State of New York for highway purpo5es as flied in the Uvlngston County Oerl<'s Office and as fndlcated by Notice recorded In Uber 385 of Deeds,page 402 thereof; thence South 65° 08' 40" West along the southerly bounds of said Parcel No. 12 on the above·me tioned appropriation map a distance of 430.82 feet to the SO\Jthwesterly oomer of said Parcel No. 12; thence North 39° 28' West along the westerly end of said Parcel No. 12 a distance of 45.78 feet to the town line,being the westerly town line of the Town of North Dansville and the east town line of the Town of Osslar;thence north 02° 07' East along said town line,it being a westerly line of ParcelNo. 12 on the above-referenced appropriation map, a distance of 17.62 feet; thence North 65° 08' 40" East along the north line of sald ParcelNo. 12 In the above-referenced appropriation map a distance of 434.12 feet, said last described above line being along the south line of lands amveyed by Charles owens to Richard,James and John Bennett by deed recorded In the Livingston County Oerk's·office In Uber 391 of Deeds,page 633 thereof; thence South 25° 05' East along the southwesterly bounds of New Sewer Plant Road a distance of 60.0 feet to the point of beginning. |
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PARCELJII: AlTl HAT TRACT OR PARCEL OF lAND situate In Town lot 23,Range 6,In the Town of North Dansville,County of LMngston and State of New York, bounded and described as follows:Beginning at an existing roncrete monument marking the southwesterly bounds of the Genesee Expressway Interstate Route No. 390 at Its Intersection with the westerly bounds of New Sewer Plant Road; thence north 53° 15' 04" West afong the southwt;lsterfy bous of the Genesee Expressway a distance of 433.21 feet to an exisUng roncrete monument; thence north 50° 22' 40" West still along the southwesterly bounds of the Genesee Expressway a distance of 440.69 feet to an exlsUng concrete monument; thenee North.58° 37' West stiH along the southwesterly bounds of the Genesee Expressway a distance of209.16 feet to the westerly bounds of lands of John W.Kelly and WilHam F. Kelly,Jr.,the last three above described Unes being the southwesterly boundary of the Genesee Expressway as shown on Map No.3,Parcels Nos. 4 and 5,of the map of lands being appropriated by the PeOple Of the State of New York from John W.·Kelly and William· F. Kelly, Jr.,said map filed in the LMngston COunty Clerk's Office in connection with Notlce of Appropriation rerorded In llber 389 of Deeds,page 643 thereof; thence South 21 a OS' 40" Ealeaving the southwesterly bounds of the Genesee Expressway and being along the west line of la·nds of John and William Kelly,as aforesaid, a distance of 876.69 feet to a comer In said Keflys' land,said line being approximately 80.0 feet at the southerly end and 100.0 feet at the northerly end northeasterly of the easterly bounds of canaseraga Creek; thence North 73° 45' East along the.southerly bounds of John and William Kelly's land, as aforesaid, a distance of 569.23 feet to the northwesterly bounds of New Sewer Plant Road,said line being In part along the north line of lands conveyed by O!arles Owens to Richard,James, and John Bennett by Deed recorded In the Uvtngston County Clerk's Office In Uber 391of Deeds,page 633 thereof;thence north 18° 11' 20" East along the northwesterly bounds of New Sewer Plant Road a distance of 9.96 feet to the point of beginning. PARCEL IV: AlTl HAT TRACT OR PARCEL OF lAND,situate In the Town of North Dansville, County of livingston, State of New York,being more particularly desalbed as follows: Beginning on the south bounds of New Sewer Plant Road in the Town of North Dansville,at the northwest corner of land of the VIllage of Dansville, being the VIllage of Dansville sewage treatment site, said point being on the southerly bounds of Parcel #9 lands appropriated by the State of New York and as shown on a map filed In livingston County Clerk's Office,recorded In Uber 388 of Deeds at page 102, said point of beginning (343.88) feet S 65-08-40 W of the northeast comer of said Village of Dansville sewer treatment plant situate on the southwesterly bounds of Interstate #390,Genesee Expressway; Thence S 24-51-20 E leaving New Sewer Plant Road at right angles thereto and being along the southwesterly line of lands of the VIllage of Dansville sewage treatment plant,a distance of 435.50 feet; Thence S 65-08-40 W at rtght angles to the last described line·a distance of 505.18 feet; Thence N 18-24 W a distance of 482.96 feet to the westerly town line of the Town of North Dansville at a point on the most westerly comer of Parcel #12 shown on a map of lands appropriated by the People of the State of New York and filed in Uvtngston County Oerk's Office In Uber 388 of Deeds at page 402, thereof; Thence S 39-28 E along the westerly line of said Parcel #12 a distance of 45.78 feet; |
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Thence N 65-QS-40 E along the souther1y line of land shown on the above referenced state highway appropriation map and labeled Parcel #12 a distance of 439.22 feet to the .J?Olnt of beginning. Excepting therefrom the tights of the VIllage of Dansville for a sanitary sewer line going from the sewage treatment plant to canaseraga Creek across the northerly portion of the above described 4.81acre parcel. EXCEPTING AND R!:SERVING to E. Philip Saunders and John A.Holahan, their distributees, heirs, and assigns,a twenty-four {24) foot wide ea5ement running along the fullleogt:fl of the east bounds of the above desaibed parcel to other lands of Saunders and Holahan for the purpose of ingress and egress. ALSO CONVEYING all right, title,and Interest to a right of way reserved by the Grantors In a deed recorded in Uvingston County Oerk's Office on December 22,1966 in Uber 391 of Deeds at page 633. EXCEPTING ALL THAT CERTAIN PLOT,PIECE OR PARCEL OF LAND,with the buildings and improvements thereon erected,situate,lying and being in the Town of North Dansville,County of Uvingstbn, State of New York, commenting on the south bounds of Commercial Road (former1y called New Sewer Plant Road) in the Town of North Dansville,at the northwest comer of land of the Village of Dansville sewage treatment plant site,said point being on the southerly bounds of Parcel #9 land appropriated by the State of New York and shown on a map filed In livingston County Clerk's Office, recorded in llber 388 of Deeds at page 102,said point of beginning (343.88) feet 5 65-0B-'10 W, of the northeast comer of said VIllage of Dansville sewer treatment plant situate on the southwesterly bounds of Interstate #390,Genesee Expressway. Said point of commencing being the northeast romer of land described in a deed from Olarles L Owens to E. Philip Saunders,James L Griffith and John M. Holahan,recorded In Uber 569 at page 249; thence 5 65-06-40 W,along the northwesterly line of Saunders and other as aforesaid (50.0) feet to the point of beginning; thence 5 24-51-20 E, parallel with the northeasterly line of saunders as aforesaid (280.0) teet; thence 5 65-06-08 W, (285.0) feet; thence N 24-51-20 W, (280.0) feet to the northwesterly line of Saunders as aforesaid; thence N 65-08-40 E, along said Saunder's northwesterly line (285.0) feet to the point of beginning, |
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9616 Conunerce Drive P.O. Box 170 Dansville, NY 14437 (Leasehold-Wyoming) BJSQIY Leae!DascDW.AA - lnlendfnS to dESCrille a pai'CICI nflan. llQntaJnina 3.770 ac:rea. . |
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TA London 940 US Rt. 42 NE I ,ondon. 01I Legal Description All.. THAT CERTAIN REAL PROPERlY LOCATED IN THE COUNTY OF MADISON, STATE OF OHIO, BEING MORE PARTICUlARLY DESCRWED AS: TRACT ONE:SITUATE IN THE STATE OF OHIO, COUNlY OF MADISON,AND TOWNSHIP OF DEERCREEK,AND IN SURVEY NO. 8965-10927, VIRGINIA MILITARY lANDS, AND BEING PART OF lliAT SECOND lRACT CONTAINING 96.93 ACRES,IN WHICH A UFE ESTATE WAS CONVEYED TO LEVISA YERIAN BY CERTIFICATE OF TRANSFER OF RECORD IN DEED BOOK 160, PAGE 129,RECORDER'S OFFICE,MADISON COUNTY,OHIO,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A SPIKE IN THE CENTER OF UNITED STATES ROUTE 42 AT A SOlJTiiEASTERLY CORNER OF THE ABOVE MENTIONED SECOND TRACT;THENCE S. 75° 17' OS" W. ALONG THE SOUTHERLY LINE OF SAID TRACT AND A SOUTHERLY UNE OF THE ABOVE MENTIONED SURVEY NO. 8965-10927,A DISTANCE OF 1,05B.20 FEET TO AN IRON PIN PASSING AN IRON PIN ON·LINE AT 55.50 FEET IN THE WESTERLY UNE OF SAID ROUTE 42;THENCE N. 21° 39' 06" W.ALONG THE WESTERLY UNE OF SAID TRACT AND A WESTERLY UNE Of SAID SURVEY 1,360.32 FEET TO A POINT IN THE SOUTHERLY LINE OF THE LIMITED-ACCESS RIGHT OF WAY FOR INTERSTATE ROUTE NO. 70, AS SAID RIGHT OF WAY IS DELINEATED ON THE PLANS FOR INTERSTATE ROUTE NO. 70,MADISON COUNlY MAD.-70-6.25 ON RECORD IN THE DEPARTMENT OF HIGHWAYS, STATE OF OHIO;THENCE ALONG SAID LIMITED ACCESS RIGHT OF WAY LINE THE FOLLOWING COURSES: N.74° 20' 37" E. A DISTANCE OF 457.79 FEET TO AN ANGLE POINT;N. 75 11 41' 37" E.A DISTANCE OF 571.30 FEET TO AN ANGLE POINT;-N.·79° 06' 56" E. A DISTANCE OF 593.92 FEET TO AN IRON PIN AT AN ANGLE POINT;N. 84° 24' 57" E. A DISTANCE OF 293.39 FEET TO An IRON PIN AT AN ANGLE POINT;S.51° 12' 4B" E. A DISTANCE OF 570.84 FEET TO AN ANGLE POINT;S. 35° 40' 22" W. A DISTANCE OF 117.42 FEET TO AN ANGLE pOINT; S. J1o 02' 10" W. A DISTANCE OF 40B.32 FEET TO A POINT IN THE NORTHWESTERLY RIGHT OF WAY UNE OF SAID ROUTE 42;THENCE S. 47° 22' 49" E. ALONG 11-IE SOUTHWESTERLY LIMIT OF SAID LIMITED-ACCESS RIGHT OF WAY ACROSS SAID ROlfTE 42, A DISTANCE OF 30.00 FEET TO A POUlT IN THE CENTER OF SAID ROUTE 42;THENCE S. '12° 39' 01" W, ALONG THE CEf'ITER OF SAID ROUTE 42 AND THE SOUTHEASTERLY UNE OF 11-IE AFOREMENTIONED SECOND TRACT 785.60 FEET TO THE PLACE OF BEGlNNING, CONTAINING 55.660 ACRES, MORE OR LESS. TRACT lWO: TOGETHER WITH AN EASEMEf\IT FOR 11-IE PURPOSE OF CONSTRUCTING AND MAINTAINING A SEWER LINE OVER, ACROSS, THROUGH AND UNDER A TRACT OF LAND (HEREINAFTER IDENTIFIED AS "EASEMENT TRACT") DESCRIBED AS FOLLOWS: EASEMENT TRACT SITUATE IN TI-lE STATE OF OHIO,TiiE COUNTY OF MADISON AND THE TOWNSHIP OF DEERCREEK,AND BEING A PORTION OF SURVEYS NO. 8965,10927 AND 7829,VIRGINIA MILITARY LANDS;ALSO BEING PART OF lllAT CERTAIN FIRST TRACT AS TI-lE SAME IS SHOWN OF RECORD IN DEED BOOK 160, PAGE 129, RECORDS OF THE RECORDER'S OFFICE, MADISON COUN1Y1 OHIO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POif\IT IN THE CENTER LINE OF U.S. ROUTE 42,SAME POINT BEING N. '11° 30' 00" E. A DISTANCE OF 300.'17 FEET FROM THE POlf\IT OF INTERSECTION OF SAID CENTER UNE WITH THE SOUTHERLY LINE OF THE ABOVE-MENTIONED FIRST TRACT,SHOWN OF RECORD IN DEED BOOK 160,PAGE 129, OF THE AFOREMENTIONED RECORDS;11-IENCE FROM SAID POINT OF BEGINNING N. 41° 30' E. AND ALONG THE CENTER LINE OF U.S. ROUTE 42 AND ALONG TilE WESTERLY UNE OF SAID FIRST TRACT, A DISTANCE OF 118.57 FEET TO A POINT;THENCE S. '18° 30' E. AND AT RIGHT ANGLES TO TI-lE CENTER LINE OF U.S. ROUTE 42 AND PASSING AN IRON PIN ON UNE IN THE EASTERLY RIGHT OF WAY UNE Of U.S.ROUTE 42 AT 30.00 FEET,SAME POINT BEING lliE SOUTHWESTERLY CORNER OF A CERTAIN TRACT UNDER CONTRACT TO THE SUN OIL COMPANY, A DISTANCE OF 53.00 FEET TO AN IRON PIN IN THE SOUTHERLY UNE OF THE AFOREMENTIONED SUN OIL COMPANY TRACT; THENCE N. 74° 26' 30" E. AND PARALLEL TO THE SOUTHERLY UNE OF THE ABOVE MENTIONED FIRST TRACT AND ALONG THESOUTHERLY UNE OF THE AFOREMENTIONED SUN OIL COMPANY IofJ |
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TRACT, A DISTANCE OF 1460 FEET TO A POINT ON THE EASTERLY EDGE OF GlADE RUN; THENCE S. 15° 33' 30" E. A DISTANCE OF 20.00 FEET TO A POINT;THENCE S. 74° 26' 30" W. AND PARALLEL TO THE SOUTHERLY UNE OF THE AFOREMENTIONED FIRST TRACT,A DISTANCE OF 1588.34 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPTING TifE FOLLOWING DESCRIBED PARCEL: SITUATE IN THE STATE OF OHIO, COUNTY OF MADISON,TOWNSHIP OF DEERCREEK AND IN SURVEY 8965-10927 VIRGINIA MILITARY lANDS AND BEING PART OF THAT SECOND TRACT CONTAINING 96.93 ACRES AND BEING MORE PARTICULARLY DESCRIBED AS FOUOWS: BEGINNING AT A SPIKE IN THE CENTER OF U.S.ROUTE 42 AT A SOUTHEASTERLY CORNER OF ABOVE MENTIONED SECOND TRACT;THENCE WITH THE SOUTliERLY UNE OF SAID TRACT, ALSO BEING THE SOUTHERLY UNE OF ABOVE MENTIONED VMS SURVEY 8965-10927, S 75°17'08" W A DISTANCE OF 1058.20 FEET TO A POINT,SAID POINT IN THE WESTERLY UNE OF SAID TRACT AND SURVEY;THENCE ALONG SAID WESTERLY UNE OF SAID TRACT AND SURVEY, N 21°39'06" W A DISTANCE OF 1360.32 FEET TO A POINT IN lliE SOUTHERLY UNE OF THE UMITED ACCESS RIGHT-OFWAY FOR INTERSTATE ROUTE 70 (MAD-7Q-6.25,ODOD;lliENCE WITH SAID RIGifT-OF-WAY, N 74°20'37" E A DISTANCE OF 457.79 FEET TO A POINT AND N 75°l1'37" E A DISTANCE OF 335.95 FEET TO A POINT;lliENCE DEPARTING FROM SAID RIGHT-OF-WAY AND THROUGH SAID 55.660 ACRE LEASED TRACT AFORESAID, S 21°39'06" E A DISTANCE OF 5'18.18 FEET TO A POINT AND S 48°45'55" E A DISTANCE OF 879.05 FEET TO A POINT,SAID POINT BEING IN THE CENTERUNE OF U.S. 42,THENCE,WITH SAID CENTERUNE, S 42°39'01" W A DISTANCE OF 153.89 FEET TO A POINT,SAID POINT BEING THE PLACE OF BEGINNING, CONTAINING 28.722 ACRES, MORE OR LESS. ALL OF TilE ABOVE-DESCRIBED TRACTS 1, 2 AND EASEMENT TRACT BEING TI-lE SAME AS FOLLOWS: SITUATED IN THE STATE OF OHIO,COUNlY OF MADISON, AND TOWNSHIP OF DEERCREEK, AND IN SURVEY NUMBER 6965-10927 VIRGINIA MIUTARY LANDS,AND BEING A PART OF THAT SECOND TRACT CONTAINING 96.93 MORE OR LESS ACRES,IN WHICH A UFE ESTATE WAS CONVEYED TO LEVISA YERIAN BY CERTIFICATE OF TRANSFER OF RECORD IN DEED BOOK 150, PAGE 129 OF THE MADISON COUNlY RECORDERS OFFICE AND BEING FURTHER DESCRIBED AS FOLLOWS: . COMMENCING AT A POINT IN TI-lE CENTER OF U.S. ROUTE 42 ATTI-IE SOUTHEASTERLY CORNER OF THE ABOVE MENTIONED SECOND TRACT,SAID POINT BEING THE SOUTHWEST CORNER OF THE 13.540 MORE OR lESS ACRE TRACT CONVEYED TO FRANCHISE REALTY INTERSTATE CORPORATION BY DEED RECORDED IN VOLUME 2'14 PAGE 363 OF THE SAID COUNTY RECORDS;SAID POINT ALSO BEING SOUTH 75 DEGREES 33 MINUTES 48 SECONDS WEST 55.18 FEET FROM AN EXISTING IRON PIN {3/4 INCH ID PIPE} ON THE SOUTH UNE OF SAID 13.540 MORE OR lESS ACRE TRACT;THENCE WITH THE CENTER OF SAID ROUTE 42 AND THE WEST UNE OF THE SAID 13.540 MORE OR LESS ACRE TRACT; NORTH 42 DEGREES 38 MINUTES 34 SECONDS EAST 153.94 FEET TO A POINT; THENCE LEAVING THE SAID ROUTE 42 AND WITH THE EASTERLY LINE OF A 28.722 MORE OR lESS ACRE TRACT CONVEYED TO BEN TOBIN,JR.BY DEED RECORDED IN VOLUME 269, PAGE 710 NORTH 48 DEGREES 45 MINlJTES 36 SECONDS WEST 878.89 FEET TO AN IRON PIN SET,PASSING AN IRON PIN SET AT 30.01 FEET;THENCE CONTINUING WITH TiiE EASTERLY UNE NORTH 21DEGREES 39 MINUTES 47 SECONDS WEST 548.08 FEET TO AN IRON PIN SET ON THE SOUTH UMITED ACCESS RIGHT OF-WAY UNE OF INTERSTATE 70;TilENCE LEAVING THE SAID EASTERLY UNE AND WITH THE RIGHT-OF-WAY UNE OF 1-70 THE NEXT FOUR COURSES AND DISTANCES: 1} NORTH 75 DEGREES 40 MINUTES 11 SECONDS EAST 235.34 FEET TO AN IRON PIN SET AT 123.00 FEET RIGHT OF CENTERUNE STATION 435+00;2) NORTH 79 DEGREES 05 MINUTES 30 2ofJ |
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SECONDS EAST 593.80 FEET TO AN EXISTING IRON PIN (3/4 INCH ID PIPE) AT 130.00 FEET RIGHT OF CENTERUNE STATION 441+00; 3) NORTH 84 DEGREES 22 MINlJTES 07 SECONDS EAST 293.24 FEET TO AN IRON PIN SET AT 149.75 FEET RIGHT OF CENTERUNE STATION 443+95.98; 4) SOlJTH 51DEGREES 15 MINUTB 02 SECONDS EAST 570.8.4 FEET TO A POINT, SAID POINT BEING 124.20 LEFf OF STATION 678+16.55 OF U.S.ROUTE 42,SAID POINT ALSO BEING NORTH 86 DEGREES 32 MINUTES 20 SECONDS EAST 1.21 FEET FROM AN EXISTING IRON PIN (3/4 INCH ID PIPE);THENCE WITH THE WESTERLY L.A. RIGHT-OFWAY OF U.S. ROUTE 42, SOlJTH 35 DEGREES 40 MINUTES 32 SECONDS WEST 117.41 FEET TO AN IRON PIN SET; THENCE CONTINUING WITH THE SAID RIGHT-OF-WAY,SOUTH 30 DEGREES 59 MINUTES 05 SECONDS WEST 408.39 FEET TO A POINT,PASSING AN IRON PIN SET AT 388.39 FEET; THENCE CONTINUING WITH THE SOUTHERLY UMDS OFlliE SAID RIGHT-QF-WAY SOUTH 47 DEGREES 23 MINUTES 06 SECONDS EAST 30.00 FEET TO A POINT IN U.S. ROUTE 42,PASSING THE CENTER OF U.S.ROUTE 42 AT 27.65;lliENCE WITH THE EASTERLY UNE OF lliE ABOVE MENTIONED LEVISA YERIAN SECOND TRACT SOUTH 42 DEGREES 38 MINtiTES 34 SECONDS WEST,631.93 FEET TO THE PLACE OF BEGINNING, PASSING THE NORTHWEST CORNER OF THE ABOVE MENTIONED 13.540 MORE OR LESS ACRE TRACT AT 366.38 FEET. CONTAINING 26.937 MORE OR LESS ACRES. SUBJECT TO ALL APPUCABLE EASEMENTS. 3 of3 |
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EXHIBIT A-26 TA Lodi 8834 Lake road Seville (Lodi), OH 44273 Situated In the Township of Westfield,ColDlty of Medina and State of Ohio,and being part of Lot 38 in Westfield Township, mcire fully descrlbed as follows. Beginning at a point where the East line of said lot 38 intersects the centerline of US Route 224 as recorded In Plat Book. 7, Page 35 in the Medina County Recorders Office, witnessed by a 5/8" steelrodN. 16 deg. 49' 41" W,a distance of 182.03 feet, said rod being at the intersection of the northerly right-of-way of US 224 and the westerfy rlght-of-way of ttJe C.H.19 (currently 45 feet west of the original centerline as located In Road ReQ)rd Book 1, Page 316) and beginning point being true place of beginning of the parcel herein described; · 1. Thence along the centerline of US 224, along a OJrve to the right,havlng a centralangle of 16 deg. 01' 44", a rc dlus distance of 3,906.53 feet. a chord distance of 1,069.32 feet which bears N n deg:58' 40W,an arc d nce of 1,092.88 feet to a point, 2.Thence N 00 deg. 56' 06" E, along lands now or formerfy owned by the Board of County Commissioners of Medina County,a distance of l,li3.621'eet to a stone found (and passing over 5/8" steel rod found at a distance of 176.04 feet at the northerly rfght-of-way of US 224), 3.Thence S 89 deg.07' 24" E, along lands now or formerly owned by Richard A. Mathews,a distance of 1,044.59 feet to a rc ll rQad splke set (and passing over a 5/8" steel rod set at a distance of 991.39 feet at the Westerly right-of-way of C.H. 19), 4. Thence s 00 deg. 51' 04" W,along the East line of Lot 38,a distance of 1,416.73 feet to the tn.Je place of beginning and wntaining 31.005 acres, as surveyed by Curtls G. Deibel, Registered Surveyor #6673,In September, 1993. Excepting therefrom that certain parcelof land conveyed to the State of Ohio,Department of Transportation,contained in Warranty Deed recorded May 9, 2006 as Document o. 20060R014108 of Medina County Reomis,desaibed more fully as fullows: SitUated In the County of Medina,State of Ohio, and the Township of Westfield,being part of lot 38 of Westfield Township,T+N, IHS-W, belng part of a record 31.0051acre parcel of land as conveyed to TA Operating Corporation,a Delaware Corpoiatlon on Derember 22, 1993 by Official Ream!Volume 892,Page 116 of the Medina County Recorder's records,and being a parcel of land lying on the left side of the centerftne ofright-of-way of lake Road (C.H.l9) (R/W Vanes), as shown on the MED-224-15.53 plans made fur the County of Medina,Ohio by ARCADIS FPS, Inc. and being located within the following described poln.ts In the boundary thereof: Commencing fur reference at a rc llroad spike found and used at· the southeasterty comer of said lot 38, the southwestedy comer of lot 45 and a reoxd 1.4410 acre parcet-qf land as conveyed t:e llloinas G. Bolnbard·and'Diane L Bombard an December tt, 2001by Document Number 20010R046866,aCid railroad spike being 17.80 feet r1ght of Station 9+99,43 on th13 amterfine of right-of-way of Lake Road. Thence North oo deg50 mlnute:s !)() seoonds East a distaof 1,768.5feet along the eil eriIIQf t.ot38 tq:a PQin :exlstlngo 'il tteqiaaJeSS ght-of-witv lfe tu.$.. 22.4,said poll'lt belrlg .f6.2G tfghe ofstatll:lo '!7'MS.O!'Qrl.thett!ntertroo of right.:of-way of Lake Road and also being the true place of beginning fur the pan::el bereln desa1bed: 1. Thence along the arc of a WJVe def1ectlng to the right haVing a della of01degrees 13 minutes 38 semnds,a rc dlus of 3,746.53 feet and a chord of 80.25 feet bearing Norttt 80 degrees 04 minutes 06 s West a dlstilnce of 80.25. feet along the existing northerly limited access right-of-way nne of U.S. 224 to an Iron pin !let on the existing westerly right-of-way line of ke Road,salE!.Iron plrr being 63.00 feet-left of'StatiPf1·l7+80.64 on the'c.enter11ne of: fight-of way of Lake Road; · 2.Thence·North 00 degree; 53 minutes 00 s ndUast a . nee of 219.36 feet along the existing wester1y right-of-way line to an Iron pin set. said Iron pin being 63-.00 feet left of StaUon |
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Seville, OH 44273 Page 2 30+00.00 on the centerline of right-of-way of Lake Road; 3.Thence South 89 degrees 07 minutes 00 seconds East a distance of 79.05 feet to a point on the easterly property line of said 31.0051acre parcel and on the easterly line of said lot 38, said point being 16.05 feet right of Station 30+00.00 on the centerline of rlght-Qf-way of Lake Road; 4. Thence South 00 degrees SO minutes 00 seconds West a distance of 231.98 feet along the easterly property line of said 3UI051acre parcel and the easterly line of said lot 38 to the true place of beginning. The above described parcel rontalns 0.4103 acres, more or less, which indudes 0.4103 acres In the present road occupied. All of the above described tract of land Is contained within Medina · County Auditor's Perrnc!nent Parcel Number 41-1SB-39-002. This desaiption was prepared by MichaelE. Durbin,Registered Surveyor Number 7526 and reviewed by Ronald J. Garaewskl,RegistEred SUrveyor Number 8082. It is based on a field survey pelfunned by ARCAOIS FPS,Inc.In 2002 under the dlrectfon and supervision of Ronald J. Garczewsld,Registered Surveyor Number 8082. Bearings in this description are baon the Ohio CoOrdinate System,NADB3(86), North Zone. The stations referred to herein are from the centerline of right-of-way of Lake Road,(C.R.19) as found on the County of Medina Right-Qf-Way Plan MED-224-15 53. Iron pins set In the above description are 3/4 inch diameter by 30 inch long rebars with a 2 inch aluminum cap stamped "ODOT R/W 7526". |
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TA Youngstown 5400 Seventy Six Drive Youngstown. OH SllUATED IN 11-fE TOWNSHIP OF AUSTINTOWN,COUNTY OF MAHONING AND sTATE OF 0 10 AND KNOWN AS BEING A PART OF TRACf 4, AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY RIGiiT OF WAY UNE OF CANFIELD-NILES ROAD (S.R. 46) SAID POINT BEING TifE NORTHWEST CORNER OF LOT 2 OF ENTERPRISES PLAT NO. 1 AS RECORDED IN VOLUME 52 OF PLATS,PAGE 131OF MAHONING COUNlY RECORDS.lliENCE NORTH ago 25' 18" EAST ALONG THE NORTHERLY UNE OF SAID LOT NO.2 A DISTANCE OF 250 FEET TO INTERSECTION WITH TifE EAmRLY UNE OF SAID LOT NO.2;THENCE SOUTH 4° 13' 53" WEST ALONG THE EASTERLY UNE OF SAID LOT NO. 2, A DISTANCE OF 206.97 FEET TO ITS INTERSEffiON WITii 1liE SOUTIIERLY UNE OF LOT NO. 2; THENCE SOUTif 89° 25' 18" WEST ALONG THE SOUTHERLY UNE OF LOT NO.2 A DISTANCE OF 257.53 FEET TO ITS INTERSECTION WITif TiiE EASTERLY RIGiff OF WAY UNE OF THE CANFIELD-NIJ£S ROAD (SR. 46); TifENCE SOUTif 4° 13' 53 WE5f ALONG THE EASTERLY RIGHT OF WAY UNE OF TiiE CANFIELD-NilES ROAD (S.R. 46),A DISTANCE OF 25.13 FEET TO A POINT, BEING THE NORTHWEST CORNER OFLANDS NOW OR FORMERLY OWNED BY JOHN J. GILLESPIE;THENCE NORTH 5go 25' 18" EAST ALONG TiiE NORTifERLY UNE OF SAID LANDS OF JOHN J. GILLESPIE, A DISTANCE OF 1,442.30 FEET TO A POINT;TliENCE NORTii 0° 34' 42" WEST, A DISTANCE OF 625.65 FEET TO A POINT IN THE SOUTHERlY RIGHT OF WAY UNE OF ROUTE 1-80;THENCE NORlli ago 18' 18" WEST ALONG SAID SOUTHERLY RIGHT OF WAY UNE,A DISTANCE OF 111.67 FEET TO A POINT; THENCE SOUTH 87° 01' 48" WEST ALONG SAID SOUTHERLY RIGHT OF WAY UNE,A DISTANCE OF 700.64 FEET TO A POINT;THENCE SOUTH 75° 26' 52" WEST ALONG SAID SOUTliERLY RIGiff OF WAY UNE, A DISTANCE OF 206.16 FEET TO A POINT; THENCE SOUTH 63" 56' 53" WEST ALONG SAID RIGHT OF WAY UNE,A DISTANCE OF 280.10 FEET TO A POINT;THENCE SOUTli 1° 57' 45" EAST ALONG SAID RIGHT OF WAY UNE, DISTANCE OF 33.66 FEET TO A POINT;THENCE SOUTif ago 24' 44" WEST ALONG SAID RIGHT OF WAY UNE,A DISTANCE OF 40 FEET TO A POINT;lHENCE SOUTH 36° 05' 29" WEST ALONG SAID RIGHT OF WAY UNE,A DISTANCE OF 1a1.29 FEET TO A POINT IN THE EASTERLY RIGHT OF WAY UNE OF THE.CANAELD-NILES ROAD (S.R 46),THENCE SOUlH 7° 04' 17"WEST ALONG SAID EASTERLY RIGHT OF WAY UNE,A DISTANCE OF 18.43 FEET TO THE PLACE OF BEGINNING AND CONTAINING WITHIN ITS BOUNDARIES 17 ACRES MORE OR l£55,TOGETHER Willi ALL APPURTENANCES THERETO BELONGING OR IN ANY WISE APPERTAINING AND ALL lliE GRANTORS' RIGHTS,TITLE AND INTEREST IN AND TO ANY AND AllROADS, STREETS, ALLEYS AND WAYS BOUNDING SAID PREMISES. EXCEPTING THEREFROM TliAT PORTION OF LAND DEDICATED AS 76 DRIVE IN VOLUME 74 OF PLATS,PAGE 126 OF MAHONING COUNTY RECORDS. AllTHE ABOVE-DESCRIBED lAND BEING THE SAME AS FOLLOWS:BEGINNING AT AN IRON PIN IN THE EASTERLY RIGHT OF WAY UNE CANFIELD-NILES ROAD (S.R. 46) SAID IRON PIN BEING THE NORTHWEST CORNER OF LOT 2 OF ENTERPRISES PLAT 31AS RECORDED IN VOLUME 52,PAGE 131OF THE MAHONING COUNTY RECORDS OF PLATS: THENCE NORTH 7° 04' 17" EAST A DISTANCE OF 18.43" TO AN IRON PIN;THENCE NORTH 36° OS' 39" EAST A DISTANCE OF 181.29" TO AN IRON PIN;THENCE NORTii ago 24' 44" EAST A DISTANCE OF 40.00" TO AN IRON PIN;THENCE NORlli01° 57' 45" WEST A DISTANCE OF 33.66" TO AN IRON PIN; THENCE NORTH 63° 66' 63" EAST A DISTANCE OF 260.10" TO AN IRON PIN; lliENCE NORTH 75° 26' 52" EAST A DISTANCE OF 206.16" TO AN IRON PIN; TI-IENCE NORTH 87° 01' 48'' EAST A DISTANCE OF 700.64" TO AN IRON PIN;THENCE SOUTH 89° 19' 34" EAST A DISTANCE OF 112.47" TO AN IRON PIN;THENCE SOUTH 00° 34' 42" EAST A DISTANCE OF 600.61" TO AN IRON PIN; THENCE SOUTH ago 25! 18" WEsT A DISTANCE OF 1182.366" TO AN IRON PIN; THENCE NORTH 4° 13' 53" EAST A DISTANCE OF 206.97" TO AN IRON PIN;lliENCE SOUTH 89° 25' 1a" WEST A DISTANCE OF 250.00" TO AN IRON THE POINT OF BEGINNING. |
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EXHIBIT A-28 TA Bloomsburg 6 Buckhorn Road Bloomsburg. PA Legal Description PARCEL NO.1: ALL THAT CERTAIN piece, parcel and tract of land, Situate In the Township of Hemlock, County of Columbia and Commonwealth of Pennsylvania bounded and described as follows, to wit: BEGINNING at an Iron pin at the Northeast intersection of Pa. State Highway Route 44, leading from Bloomsburg to Buckhorn and the right of way line of access road to Interstate Penna. Route 80; thence along the eastern line of Pa.State Highway Route 44, north 35 degrees 30 minutes West 350 feet to a point;thence along the same North 31degrees 15 minutes West 260 feet to an iron pin on the Southern side of a 33 foot proposed road;thence North 64 degrees 45 minutes East along the Southern side of said proposed road,160 feet to an Iron·pin In line of lands 11QW or formerly of Edgar R. Reichard and Joann Reichard,his wife, thence South 27 degrees 45 minutes East along the Western line of lands now or formerly of said Edgar R. Reichard,et ux., 603 feet to an Iron pin on the Northern right-of-way line of · access road to Interstate Penna.Route 80; thence along the same South 66 degrees 15 minutes West 97 feet to a point at the Nortfleast intersection dfPa. State Highway Route 44, the place of beginning. On which is erected a two story dwelling house. Containing 1.5 acres and designated as Tract "A" on draft prepared by Howard Fetterolf, R.E., August 31, 1965. PARCEL NO. 2: ALL THAT CERTAIN lot of ground, Situate in the Township of Hemlock,County of Columbia, State of Pennsylvania: BEGINNING at a point in lands of the Tri-County 011 Corporation said point being located from the Southeast comer of lands of Robert Kobilis the following two courses: 1. North 27 degrees 25 minutes West 37.05 feet; 2. North 65 degrees 38 minutes East 164.2 feet; Thence through lands of Tri-CouOil Corporation the following four courses 1. North 24 degrees 22 minutes West 25 feet to ·a point; 2. North 65 degrees 38 minutes East 15 feet to a point; 3. South 24 degrees 22 minutes East 55 feet to a point; 4. South 65 degrees 38 minutes West 15 feet to a point of beginning. TOGETHER with the grantors right of free uninterrupted ingress and egress across and over lands of Buckhorn Plaza Motel for the purpose of constructing and maintaining an advertising fadflty on the above-mentioned parcel of land. The Grantee shall also have the Grantors right to secure electric utility service to the above-described parcel for the purpose of illuminating and operating any advertising fadlity. THE above description was taken from a survey draft prepared by J.F. Grimes, Registered Surveyor, ' dated 2/17/1972. ALL THOSE CERTAIN seven (7) pieces,parcels and tracts of land,Situate In Hemlock Township, Columbia County,Pennsylvania, bounded and desoibed more fully as follows: I of4 |
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TRAer NO.1: BEGINNING at a point in the Easterly right of way line of former State Highway Route No. 609, the same being former State Traffic Route no. 44 at the Southwest corner of lands now or formerly of Gaylord McHenry thence along lands now o fonnerly of Gaylord McHenry north 58 degrees <16 minutes East 274 feet to a comer;thence continuing along same North 30 degrees 35 minutes West 81 feet to a corner in line of lands now or formerly of Merrill A. Showersthence along the said line of lands now or formerly of Merrlll A. Shovvers, North 60 degrees 40 minutes East 322.9<1 feet o a corner in line of lands now or formerly of Raymond Shultz, thence along the said line of lands now or formerly of raymond Shultz, South 64 degrees 2<1 minutes East 186.18 feet to a comer In the Southerly right of way line of State Highway Route No.609 relocated;thence along the said Southerly right of way line of State Highway Route No. 609 re-located South 67 degrees 57 minutes East 269.02 feet to a comer; thence on a curve to the right having a radius of 150 feet,having an arc length of 175.77 feet and haVing a chord on a bearing of South 34 degrees 54 minutes East 165.94 feet to a comer In the right of way line of Ramp "A";Route No. 1009 Buckhorn Interchange, thence along the said right of way line of Ramp "A" on a curve to the left,having a radius of 2,05Q.OO feet an arc length of 139.54 feet and having a chord on a bearing of South 1degree 52 minutes East 139.52 feet to a comer; thence tontlnulng along the said right of way line of Ramp "An, south 86 degrees 11 minutes West 28.2 feet to a comer; thence continuing along the same,South 00 degrees 09 minutes West 118.95 feet to a comer; thence continuing along the same on a curve to the right having a radius of 337.46 feet an arc length of 328.94 feet and having a chord on a bearing of South 28 degrees 4 minutes West 316.56 feet to a corner; -thence continuing along the right of way line of Ramp "AR South 34 degrees 00 minutes East 30 feet to a comer; thence continuing along same on a curve to the right having a radius of 1,799.85 feet, having an arc length of 52.71 feet and having a chord on a bearing of South 57 degrees 45 minutes West 52.7 feet to a comer of lands now or' fOrmerly of Edgar Relc:hard,thence along line of lands now or formerly of Edgar Reichard,North 26 degrees 47 minutes West 595.04 feet to a comer;thence South 6<1 degrees 52 minutes West 200 feet; thence North 26 degrees 48 minutes west 33 feet; thence along the Northerly sideline of a proposed road,South 6<1 degrees 52 minutes West <198 feet to a comer In the said Easterly right of way line of Fonner State Highway Route No. 609;tilence along the said Easterly right of way lime of former State Highway Route No. 609;North 28 degrees 27 minutes West 146.38 feet to the point and place of BEGINNING. . TRAer NO.2: BEGINNING at a point, said point being the Northeast corner of lands now or fonnerly of Merrill A. Showers and the Northwesterly comer of lands now or formerly of raymond Howell,In line of lands of Raymond Shultz,thence along other lands of tile said Raymond Shultz,North 60 degrees 40 minutes East 54.68 feet to a comer In the Souther1y right of way line of State Highway Route No. 609, re located thence along the said Northerly right of way line South 67 degrees 57 minutes East 38.86 feet to a corner; thence continuing along the same North 22 degrees 3 minutes East 10 feet to a corner; thence continuing along tile said right of way line,South 67 degrees 57 minutes East 105.58 feet to a corner of lands now or formerly of Raymond Howell, thence along lands now or formerly of Raymond Howell,nprth 84 degrees 24 minutes West 186.18 feet to the point of beginning.Containing .075 acres of land. TRACf NO. 3: BEGINNING ata point in the Southerly sideline of a proposed road,said point being 138 feet measured Easterly along said sideline from the Northwest comer of lands of the Grantor herein, Edgar Reichard,and the Northeast tomer of land now or fOrmerly of Robert KobHis; thence along the said sideline of the proposed road North 64 degrees 52 minutes East 200 feet to a corner In line of lands now or formerly of Raymond Howell, thence along line of lands now or formerly of Raymond Howell, South 26 degrees 47 minutes East 595.04 feet to a corner In the Northerly right of way line of Ramp "An, Route No. 1009 Buckhorn Interchange;thence along the said right of way line Ramp "A" on a curve to the right having a radius of 1,799.86 feet an arc length of 200 feet and having a chord on a bearing of South 60 degrees 52 minutes West 199.96 feet to a comer of other lands of Adegar Reichard, thence along the said other lands of Edgar Reichard, North 26 degrees 48 minutes West 609.03 to the point of beginning.Containing 2.76 acres of land. 2 of4 |
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-mACT NO.4: BEGINNING at a point in the Northwesterly right of way line of Ramp "A" of legislative Route No. 1009,United State Traffic Route No. 80 at the Easterly corner of lands now or formerly of Robert Kobifls; thence along said lands now or formerly of Robert Kobitis,North 27 degrees 25 minutes West 300 feet to a point; thence along other lands of the Grantors herein, North 64 degrees 52 minutes East 134.71 feet to a point; thence South 26 degrees 48 minutes East 302.82 feet to a point in the said right of way line of Ramp "A" of Legislative Route No. 1009; thence along the said right of way line of Ramp "A" of Legislative Route No. 1009 on a curve to the right having a radius of one thousand seven hundred ninety-nine and eighty six hundredths feet an arc iength of 131.58 feet and having a chords on a course of South 66 degrees 9 minutes West 131.56 feet to the point of beginning. Containing an area of 0.92 acres of land,more or less. TRACT NO. 5:BEGINNING at a point in the Southerly right of way line of State Highway Route No. 609 at the northwesterly corner of lands of the Grantee herein;thence along division line between lands of the grantee herein and lands of the Grantors herein, South 60 degrees 40 minutes West 51.02 feet to a point;thence through lands of the Grantors herein, north 20 degrees 44 minutes East 49.88 feet to a point in the said right of way line of said State Highway Route No. 609;thence along said right of way line,South 67 degrees 57 minutes East 31.85 feet to a point; thence continuing along the same,South 67 degrees 57 minutes East, 1.14 feet to the point of beginning. Containing an area of 970 square feet of land, more or less. TRACT NO. 6: BEGINNING at the Northeast corner of lands previously conveyed by the Grantor to the Grantee herein, which Deed is recorded in Deed Book 249 at page 568; thence North 26 degrees 48 minutes West 305 feet, more or less,to corner of lands about to be conveyed by Raymond and Bizabeth Howell to the Grantee herein; thence by line of said lands about to be conveyed South 64 degrees 52 minutes West 138 feet to a point in line of lands of Kobilis,thence by said Kobilis South 27 degrees 25 minutes East 305 feet, more or less, to lands previously conveyed by the Grantor to the Grantee herein as aforementioned; th nce North 64 degrees 52 minutes East 134.71 feet to a point, the place of beginning. TRAer NO. 7: BEGINNING at the Northeasterly comer of land of Robert Kobills which same Is the Northwesterly comer of lands about to be conveyed by Raymond Howell, Trustee to the Grantee herein; thence by line of lands of the Grantee about to be conveyed as aforesaid, North 64 degrees 42 minutes East 138 feet; thence North 26 degrees 48 minutes West 33 feet; thence by other lands of the Grantee previously conveyed to it, South 64 degrees 52 minutes West 140 feet, more or less,thence South 27 degrees 25 minutes East, 33 feet to the place of beginning. EXCEPTING Tif.EREOUT AND RESERVING TifEREFROM, the following described premises: BEGINNING at a point In lands of the Tri-County Oil Co1p0ratlon,said point being located from the Southeast comer of lands of Robert Kobilis, the following two courses: 1. North 27 degrees 25 minutes West 37.05 feet; 2.North 65 degrees 38 minutes East 164.02 feet Thence through lands of Tri-County Oil Corporation the following four courses 1. North 24 degrees 22 minutes West 25 feet to a point; 2. North 65 degrees 38 minutes East 15 feet to a point; 3. South 24 degrees 22 minutes East 55 feet to a point; 4.South 65 degrees 38 minutes West 15 feet to a point of beginning. 3 of4 |
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TOGETHER with the right of free uninterrupted ingress and egress across and over lands of the Grantor for the purpose of constructing and maintaining an advertising fadlity on the above described parcel of land,The Grantee shall also have the Grantors right to secure electric utility service to the above described parcel for the purpose of Illuminating and operating any advertising facility. BEING Tax Parcel Nos. 18-01-001-03, 18-Dl-001-02,18-01-001-Q6. BEING AS TO PARCEL NO. 1 the same premises which Columbia County Industrial Development Authority by Deed dated 11/5/1996 and recorded 4f7/19971n the County ofColumbia In Reoord Book 651 page 807, oonveyed unto Travel Ports of America,Inc.,a New Yor1< corporation,In fee. BEING AS TO PARCEL NO. 2 the same premises which Interstate Traveller Services,Inc., a Pennsylvania corporation by Deed dated 2/10/1992 and recorded 6/25/1992 in the County of CQiumbia In Record Book 505 page 35,oonveyed unto Travel Ports of America,Inc. f/k/a Roadway Motor Plazas,Inc.,a New Yor1< corporation,In fee. AND the said TravelPorts of America,Inc., a New York Corporation has since merged with and into TA Opert: ting Corporation,11 Delaware Corporation by virtue'of a certJncate of Merger dated 6/3/191}9·and recorded 6/21/1999 in Record Book 729 Page 129. 4 of4 |
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EXHIBIT A-29 T!\ Broohille 2-+5 Allegheny Blvd. Brookville. PA Legal Description Parcell ALL THAT CERTAIN Parcel of land, SITUATE In the Borough of Brookville,County of Jefferson and Commonwealth of Pennsylvania bounded and described as follows: BEGINNING at a 1" Iron pipe set in the West right' of way line of SR 0036,said point being the North east conier of the tract herein described; thence by the west right of way line of SR 0036,South 02 degrees 45 minutes 51 seconds East,62.34 feet to an iron pipe set; thence by the same South B7 degrees 14 minutes 09 seconds West 27.00 feet to a 1" Iron pipe set; thence by the same South 02 degrees 45 minutes 51 seconds East 593.83 feet to a 1" iron pipe set at the Intersection with the North right of way line of Ramp "A" leading to SR 0080; thence by the same South 67 degrees 15 minutes 10 seconds West 169.24 feet to a 1" iron pipe set; thel'lCe by the same In a Westerly direction with a curve to the right having a radius of 738.51feet (chord bears South 84 degrees 45 minutes 10 seconds West 444.15 feet) a distlnce of 451.13 feet to a 1" Iron pipe set; thence by the same North 78 degrees 03 minutes 38 seconds .West 297.54 feet to a 1" iron pipe Set Itt the North right of way line of the West bound lands of SR 0060;thence by the ·same South 13 degrees .8 minutes 56 seconds West "10.00 feet to a 1" iron pipe set; thence by the same In a Westerly direction with a rurve to the right having·a radius of 11,399.20 feet (chord bears North 76 degrees 05 minutes 03 seconds West 106.17 feet) a distance of 106.17 feet to a 1" iron pipe set; thence by the East fine of Parcel 2 North 18 degrees 26 minutes 55 seconds West 392.29 feet to a 3/4" iron pin found; thence by the same South 89 degrees 33 minutes OS seconds West 99.27 feet (West 99 feet record) to a 2" stainless steel pipe over a 3/4" iron pin found;thence North 34 degrees 15 minutes 59 seconds West 547.46 feet (North 35 degrees West 547 feet rerord) to a 2" stainless sted pipe over a 3/4" iron pin found; thence South 89 degr es 41minutes 02 seconds East 596.00 feet (East 596 feet record) to a 1" iron pipe set; thence South 83 degrees 31 minutes 15 seconds East 938.94 feet (South 83 degrees 15 minutes East 1025.5 feet record,to the center line of S.R. 0036) to the point of beginning. Parcel2: AllTHAT CERTAIN parcel of land, SfTUATE In the Township of Rose,County of Jefferson and Commonwealth of Pennsylvania,bounded and described as follows: .BEGINNING at 2" stainless pipe found, said pipe being the Northwest corner of the tract herein described; thence South 89 degrees 05 minutes 43 seconds East 363.12 feet (East 445.5 feet record) to a 2" stainless steel pipe over 3/4" Iron pin found); thence North 89 degrees 33 minutes 05 seconds East 99.27 feet (East 99.0 feet reoord), to a 3/4" iron pin found; thence South 18 degrees 26 minutes 55 seconds East 392.29 feet (South 18 degrees East 392 feet record) to a 1" iron pipe set in a North right of way line of West bound lanes of S.R. 0080; thence by ttJe same In a Westerly direction with a curve to the right having a radius of 11,399.20 feet (chord bears North 74 degrees OS minutes 19 seconds West 687.74 feet) a distance of 687.84 feet to a 1" Iron plpe.set; thence North 21degrees 40 minutes 00 seconds East 202.88 feet (North 21degrees East 168 feet record) to the point of beginning. Parcel3: AlTl HAT CERTAIN parcel of land, Situate In the Township of Rose, County of Jefferson and Commonwealth of Pennsylvania,bounded and desotbed as follows: BEGINNING at a 1" iron pipe found on the Easterly right of way of Township Road 39"1, said point being the Northwest comer of Tract herein described; thence South 88 degrees 00 minutes 00 seconds East 794.29 feet to a 2" stainless steel pipe found (South 88 degrees East 791.0 feet record); thence South 33 degrees 20 minutes 00 seconds East 1124.85 feet to a 2 inc stainless steel pipe found (South 34 degrees East 1138.5 feet record); thence South 21degrees 40 minutes 00 seconds West 202.88 feet to a 1" Iron I of4 |
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pipe set in the North right of way line of the West bound lanes of SR 0080 (South 21degrees West, 203.0 feet record); thence by the North right of way line of the West bound lanes of SR 0080 in a Westerly direction with a curve to the light having a radius of 11,399.20 feet (chord bears North 68 degr48 minutes 16 seconds West 1413.92 feet) a distance of 1414.83 feet to a 1" iron pipe set in the Eastern right of way of T-394 (Westerly 1450 feet record);thence by the Eastern right of way line of Township Road No.394,North 01degree 39 minutes 53 seconds West 645.13 feet (measured) to the place of BEGINNING. The above descriptions drawn in accordance with Survey of International Land Surveying,Inc. dated 9/14(1993. ALSO ENCUMBERING THE FOLLOWING DESCRIBED LAND TO THE EXTENT NOT INCLUDED IN THE AFOREDESCRIBED LAND: ARSTPARCEL ALL THAT CERTAIN tract of land located in Brookville Borough,Jefferson &unty, Pennsylvania, bounded and destribed as follows: BEGINNING at a nail in the centerline of right-of-way of Pennsylvania LR. 248,also known as Pennsylvania Traffic Route 36,which said nail Is also the Northeast corner of the tract of land hereby conveyed; thence North 83 degrees 15 minutes West along the Southern line of land of J. 0. Harding,a distance of 1,025.5 feet to a stake; thence West 596 feet to a stake;thence South 35 degrees East a distance of 547 feet to a stake; thence East 99 feet to a stake;thence South 18 degrees East,592 feet to a point in the medial strip of l. R. 1009;thence South 78 degrees 45 minutes East, a distance of 1,089 feet to a point; thence North 2 degrees 28 minutes West,a distance of 1,100 feet to a stake,the place of beginning. Under and subject to approximately 8.1acres, taken by the Pennsylvania Department of Highways for right-of-way purposes, as shown approximation on the plot of survey. SECOND PARCEL ALL THAT CERTAIN tract located in Rose Township, Jefferson County,Pennsylvania described as follows: BEGINNING at the Northwest comer of the premises hereby conveyed,at a stake located in a small run; thence East along line of lands of J. 0. Harding,a distance of 445.5 feet to an iron pipe; thence South 18 degrees East, 392 feet to a point on the right-of-way line of Pennsylvania LR. 1009, PA I-80;thence Northwesterly along the right-of-way line of the aforesaid roadway a distance of 663.5 feet to a point on the said right-of-way line; thence North 21degrees East along lands of J.O. Harding a distance of 168 feet,more or less, to a stake, the place of beginning. CONTAINING 2.92 acres 11-IIRD PARCEL ALL THAT CERTAIN tract of land situate in Rose Township, Jefferson County,Pennsylvania, bounded and described as follows: 2of4 |
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BEGINNING at a pipe at 111e Northwest corner of the tract of land hereby described, said pipe being at the intersection of the Eastern right-of-way line ofTownship Road Number T-394 and the Southern boundary line of lands of Stephen F. Ascus et ux.; thence South 88 degrees East along lands of Stephen F. Fiscus et ux., a distance of 791feet to a white oak;thence South 34 degrees East along lands of J.O. Harding and C.F.Harding, a distance of 1,138.5 feet to a pipe; thence South 21degrees West along lands of VIctor D.Knisely, MichaelJ. Aaherty and William G. Lyden,the Grantors herein, a distance of 203 feet to a point; thence In a generalWester1y direction along the Northern right-of-way line of United State Highway Route Number I-80,a distance of 1,450 feet, more or less, to a point on the Easterly right-of-way line of Township Road Number T-394; thence North 1 degrees 30 minutes West along Township Road Numr T-394,a distance of 628 feet to a pipe,the place of beginning. CONTAINING 21.97 acres, more or Jess. EXCEPTING AND RESERVING,HOWEVER, from the foregoing grant and conveyance unttJ Ruth Green,a predecessor in title, her heirs and assigns,a perpetual right-of-way or easement on the portion of the above described premises hereinafter described for the purpose of parking all types of vehides and providing said vehides with a place to tum around when visiting what Is commonly known as "Green Cemetery". The area of said lllklflt!!ll right-of-way easement is as follows: BEGINNING at a point on the above premises at the Intersection of the Eastern right-of-way line of Township Road Number T-394 and the Southern boundary Hne of lands of S.F. Ascus et ux.; thence In an Easterly direction along lands of S.F. Ascus et ux.; a distance of 60 feet to a point; thence in a Southerly direction on a line parallel to the Eastern right-of-way line of Township Road Number T-394,a distance of 60 feet to a point; thence In a Westerly direction on a line perpendicular to the Eastern right-of-way line of Township Road Number T-394,a distance of 60 feet to a point on the Eastern right-of-way line of said Township Road;thence In a Northerly direction along the Eastern right-of-way line of said Township Road a distance of 60 feet to a point the place of beginning. OVERAllDESCRIPTION Situated in the Borough of Brookville & Rose Township,Jefferson County, Pennsylvania bounded and described as follows: · BEGINNING at a I" Iron pipe set in the West right of way line of SR 0036, said point being the North East corner of the tract herein described. 1. Thence by the West right of way line of SR 0036 South 02 degrees 45 minutes 51 seconds East,62.34 feet to a iron pipe set. 2. Thence by the same South 87 degrees 14 minutes 09 seconds West 27.00 feet to a 1" Iron pipe 5et. 3. Thence by the same South 02 degrees 45 minutes 51 seoon.ds East 593.83 feet to a 1" Iron pipe set at the intersection with the North right of way line of Ramp "A" leading to SR 0080. 4. Thence by the same South 67 degrees 15 minutes 10 seconds West, 169.24 feet to a 1'' iron pipe set 5. Thence by the same In a Westerly direction with a curve to the right havlng a radius of 738.51 feet (chord bears South 84 degrees 45 minutes 10 seconds West 444.15 feet) a distance of 451.13 feet to a 1" Iron pipe set. 6. Thence by the same North 78 degrees 03 minutes 35 seconds West 297.54 feet to a 1" Iron pipe set in the North right of way line of the West bound lands of SR 0080. 7. Thence by the same South 13 degrees. 38 minutes 56 seconds West 40.00 feet to a 1" Iron pipe set. 3 of4 |
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B. Thence by the same in a Westerfy direction with a curve to the right having a radius of 11,399.20 feet (chord bears North 70 degrees 47 minutes 59 seronds West 2205.39 feet) a distance of 2208.84 feet to a 1" iron pipe set on the Eastern rtght of way nne of Township Road Number 394. 9. Thence by the Eastern right of way line of Township Road Number 394 North 01 degree 39 minutes 53 seconds West 645.13 feet (measured) to a 1" Iron pipe found (North 01degree 30 minutes West 628 feet record). 10. Thence South 88 degrees 00 minutes 00 seronds East 794.29 feet to a 2" stainless steel pipe found (South 88 degrees East 791.0 feet rerord). 11. Thence South 33 degrees 20 minutes 00 seconds East 1124.85 feet to a 2" stainless steel pipe found {South 34 degrees East 1138.5 feet ream!). 12. Thence South 80 degrees 05 minutes 43 seconds East 63.12 feet (East 445.5 feet record) to a 2" stainless steel pipe over 3/4" Iron pin found. 13.Thence North 34 degrees 15 minutes 59 seronds West 547.46 feet {North 35 degrees West 5tf7 feet record) to a 2" stainless steelpipe over a 3/4'' iron pin found. 14. Thence South 89 degrees 41minutes 02 seconds East 596.00 feet (East 596 feet record to a 1" iron pipe set. 15.Thence South 83 degrees 31minutes 15 seronds East 938.94 feet (South 83 degrees 75 minutes East 1025.5 feet record, to the centerline of S.R. 0036) to the point of beginning. Containing 48.52 acres of land. BEING Tax Parcel 6·18-151-E (Parcell),32-322-121-A (Parcel2) and 32-322-122-A (Parcel3). BEING the same premises which BP Exploration & Oil Inc.,an Ohio corporation by Deed dated 12/2/1993 and recorded 12/20/1993 In the County of Jefferson In Deed Book 17 Page 39,conveyed unto TA Operating Corporation, a Delaware Corporation,in fee. 4 of4 |
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EXHIBIT A-30 Florence, SC 3001 TV Road Florence, SC 29501 All that certain piece, parcel or tract of land, lying and being in Florence County, South Carolina, being more fully shown and designated on a plat of the Petro Travel Center by lleller & Associates, Inc., dated October 12, 1992 and recorded in the Oftice of the Clerk ofCou11for Florence County, where it appears in Plat Book 46 at Page 253 and having the following metes and bounds, to wit: Beginning at a new iron pin on the northern edge of frontage road (S-21-1744) at the Southwestern Corner of the prope1ty and noted as the point of beginning and running in a clockwise direction N 02°43 '04" E for a distance of 505.11 feel to a new iron pin; thence continuing N 02°43 '04" E for a distance of 295.00 feet to an old iron rin; thence turning N 52° 16' 17" E for a distance of 125.62 feet to an old iron; thence continuing N 52° 16' 17" E for a distance of 713.97 feet to an old iron rin; thence turning S 3 8°09'4 8" E for a distance of 345.17 feet to a new iron pin; thence turning S 3 go 18 ''12" E fot· a distance of 258.96 feet to an old iron pin; thence turningS 38°27'03" E for a distance of 616.25 feet to an old concrete monument at the right-of-way of TV Road (S-21-26); thence turning S 33°3 8'44" W for 3 distance of 53.17 feet along the westem right-of-way of TV Road to a new iron pin; thence turning N 23°21'46" W for a distance of 89.50 feet to a new iron pin. thence turning N 75°48'08" \V for a distance of 66.00 feet to a new iron pin; thence turning along a curve to the right with an arc distance of 89.03 feet, having a radius ol' 130.00 feet and a chord ofS 05°25'20" W !'or a distance of87.30 feet to a new iron pin. thence turningS 25°02'31" W lor 3 distance ol' 65.58 feet to a new iron pin: thence turningS 43° 15'45" \V lor a distance of I 04.23 feet to an old concrete monument: thence turning along a curve to the right \ ith an arc distance of'J70.84 feet; having a radius of 529.18 feet 3nd a chord ofS 63°24'33" W for a distance of 363.30 feet to an old concrete monument: thence turningS 83°24' 19" W lor a distance of 353.63 feet to an old concrete monument: thence turning along a cur\'c to the right with an arc distance of 3 57.90 feet, having a racl ius of 21 R 1.23 feet and a chord of S 88°05'42" W tor a distance of 3 57.56 feet to an old concrete monument; thence turning N R7°02' 13" W for a distance of II 0.42 feet to an old concrete monument on the right-of-way of frontage road (S-21-1744 ), thence turning N 02°53' 12" E for a distance of 49.98 feet to an old concrete monument: thence turning N 87°0 I '23 '' W tor a distance of 81.72 feet to a new iron pin, the point of beginning and containing a total area of 29.80 acres, more or less. DERTV ATTON CLAUSE: This being the property conveyed to TA Operating LLC hy deed dated December 2 L 2012 and recorded in the real estate records of Florence County on January 4, 2013 in Book 443. Page 1327. Tax Map Numbers: 173-01-111 and 113 |
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EXHIBIT A-31 TA Antioch I 3011 Old Hickory Blvd. Antioch. TN BEING LOT 1,RESUBDIVlSION SECTION 3,PARCEL "A" INTERCHANGE CITY INDUSTRIAL PARK,AS OF RECORD IN PLAT BOOK 4600, PAGE 4,R.O.D.C.,TENNESSEE AND RESERVED PARCEL"A",ON THE PLAN OF REVISED SEcnON III,INTEROiANGE Cl1Y INDUSTRIAL PARK, AS OF RECORD IN PLAT BOOK 5050,PAGE 100,R.O.D.C., TENNESSEE,SAID LOT AND RESERVED PARCEL. LYING IN THE FIRST CIVIL DISTRlCT,DAVIDSON COUNlY,TENNESSEE AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN EXISTING IRON PIN BEING LOCATED ON THE EASTERLY RIGHT-OF-WAY OF OLD HICKORY BOULEVARD AND LYING BY THE SOUlliERLY UNE OF LOT(l),ON lliE PLAN OF "MARATHON PETROLEUM SUBDMSION",AS OF RECORD IN PLAT BOOK 5966, PAGE 576,R.O.D.C.,TENNESSEE AND BEING THE NORTHWESTERLY CORNER OF THE HEREIN DESCRIBED TRACT; THENCE LEAVING lliE AFORESAID RIGtfT OF WAY OF OLD HICKORY BOULEVARD AND RUNNING WITH THE NORTHERLY UNE OF THE HEREIN DESCRIBED lRACT AND THE SOUTHERLY UNES OF lHE ABOVE MENTIONED PLAN OF "MARATHON PETROLEUM SUBDIVISION",AND THE PROPERTY,NOW OR FORMERLY CONVEYED TO "D.M.H. CONTRACTORS,INC.",AS OF RECORD IN DEED BOOK 7714, PAGE 812, R.O.D.C.,TENNESSEE SOU11i 86 DEGREES 35 MINUTES 18 SECONDS EAST, 1024.25 FEET TO AN IRON PIN SET AND BEING lliE NORTHEASTERLY CORNER OF THE HEREIN DESCRIBED lMCf; THENCE,SOUlli 17 DEGREES 43 MINUTES 80 SECONDS EAST, 121.82 FEET TO AN EXISTING IRON PIN BEING LOCATED ONTliE SOlJTHWESTERLY RIGHT OF WAY OF GOULD BOULEVARD {FORMERLY KNOWN AS ANDY HOLT BOULEVARD);THENCE Willi THE SAID RIGHT OF WAY WITlf THE FOLLOWING THREE {3) CALLS, COMMENONG WITH A CURVE TO THE LEFT WITH A DELTA OF 16 DEGREES 13 MINUTES 11 SECONDS, A RADIUSOF 745.20 FEET AND AN ARC LENGTH OF 2i1.24 FEEf TO AN IRON PIN {SET);THENCE CONTINUING WITH THE SOUTHWESTERLY RIGHT OF WAY OF GOULD BOULEVARD SOUTH 17 DEGREES 53 MINUTES 47 SECONDS EAST, 1005.96 FEET TO A (EXISTING) CONCRETE MONUMENT;THENCE Wffii A CURVE TO lliE LEFT WITH A DELTA OF SOUlli MINUTES 46 SECONDS, A RADIUS OF 630.00 FEET AND AN ARC LENGTH Of 7S.46 FEET TO AN IRON PIN SET,SAID PIN BEING THE SOlJTHEASTERLY CORNER OF THE HEREIN DESCRIBED TRACT AND lliE NORTHEASTERLY CORNER OF LOT NO. 1,ON THE AFOREMENTIONED "REVISED SECTION III,INTERCHANGE OTY INDUSTRIAL PARK"; THENCE LEAVING THE RIGHT OF WAY OF GOULD BOULEVARD AND RUNNING WITH THE NORTHERLY UNE OF SAID LOT NO. 1, Wrni THE FOLLOWING TWO (2) CALLS,SOUTH 72 DEGREES 06 MINUTES 13 SECONDS WEST, 239.66 FEET TO AN IRON PIN SET; THENCE 50\JTH 43 DEGREE35 MINlJfES 52 SECONDS WEST, 208.67 FEET TO AN IRON PIN SET, SAID IRON PIN LYING IN THE NORTHEASTERLY RIGHT OF WAY OF INTERSTATE 1-24 AND BEING TiiE SOUTHWESlERLY CORNER OF THE HEREIN DESCRIBED lRACT; THENCE CONTINUING WITH SAID INTERSTATE RIGHT OF WAY NORTH 46 DEGREES 33 MINUTES 10 SECONWEST, 1640.85 FEET TO AN EXISTING CONCRETE HIGHWAY MONUMENT AND A BREAK IN THE RIGHT OF WAY;lliENCE NORTH 28 DEGREES 33 MINUTES 00 SECONDS WEST,708.94 FEET TO AN EXISTING CONCRETE MONUMENT LYING AT THE INTERSECTION OF THE NORTHEASlERLY RIGHT OF WAY OF AFORESAID INTERSTATE I-24 AND lliE EASTERLY RIGHT OF WAY OF OLD HICKORY BOULEVARD;lliENCE CONTINUING WITH SAID OLD HICKORY BOULEVARD NORTH 6 DEGREES 20 MINUTES 44 SECONDS WEST, 302.53 FEET TO THE POINT OF BEGINNING AND CONTAINING 31.482 ACRES,MORE OR LESS. LESS AND EXCEPT THAT PORTION OF THE LAND CONVEYED TO TliE STATE OF TENNESSEE BY WARRANTY DEED OF RECORD IN BOOK 11048,PAGE 764,IN TilE REGISTER'S OFACE FOR DAVIDSON COUNTY, TENNESSEE AND THAT PORTION AS CONVEYED TO MICHAEL NARRATO, JR. BY DEED OF RECORD IN BOOK 11222, PAGE 524, ALSO IN SAID REGISTER'S OFFICE. . I of2 |
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BEING lliE SAME PROPERTY CONVEYED TO NATIONAL AUTO{TRUCKSTOPS, INC., A DELAWARE CORPORATION BY SPEOAL WARRANTY DEED FROM UNION OIL COMPANY OF CAUFORNIA, A CAUFORNIA CORPORATION OF RECORD IN BOOK B918, PAGE 629; THE SAID NATIONAL AUTO[TRUCKSTOPS, INC. HAVING SINCE MERGED UfTO TA OPERATING CORPORATION; A DELAWARE CORPORATION BY CERTIACATE OF MERGER OF RECORD IN INSTRUMENT# 2000111701142'15, BOTH IN THE REGISTER'S OFFICE FOR DAVIDSON COUNTY, TENNESSEE. 2of2 |
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EXHIBIT A-32 TJ\ Ganado 802 E. York. Highway 59 Ganado. TX BEING a 11.40 acre tract or parcel of ground being .situated in the.John Davis survey, Abstract 16, Jackson County, Texas. Said tract or parcel of grouud also being part of a 48.742 acre tract recorded in Volume 769, Page 118 among Deed Records of Jackson county, Texas, and being more particularly described by metes and boundsbelow: COMMENCING at a 5/8 inch iron rod Ccimd in the SDtlth lioe of !he South access lane to State Hig!tway No. 59 (froatage road) for the Northwest comer of tbe herein described 11.40 acres, also beiug the Northeast corner of a 4.00 acre tract recorded in a deed liom T!ll(as A & M University Development Fowu!atico to BiUy's Lease Service, Inc., recorded in Volume ll, Page 661 ofllu:Official Rc:oords ofiacl:son County, Tc:xas; THENCE with the e11:isting South line of said State Highway No.59 the following 6 courses: North 64a 45' 07" Easl, 150.35 feet to a S/8 inch lroo rod set; North 66°34' 54" East, 121.78 feet lo aS/8 iocb iron rod set; North 70° 04' 07" East, 91.15 feet to a 5/8 inch iroa rod set, replacing a brokea T.H. D. concrete monument found; THENCE by a curve to the right having 11 radius of3769.12 feet, an arc of 1263.50 feet and a chord of North 81" 02' 27" East, 1257.59 feel to a 518 inh iron rod &et; THENCE South 89" 21' 20" East, 544.07 feel to 11.5/8 inch Iron rod set, replacing a broken T. H. D. concrete monument found; TI!ENCE by s curve to the right having a radius of l8.59.86 feean arc or36.60 feet and a chord of South 8&" 47' J I" Eas 36.60 feet.to a 5/8 inch iron rod set in the center ofa drainage ditch at the POJNI' OF BEGINNING of this description; TI!ENCE still with the C tisliDg SouUa line of said State Highway No .59 and following 4 courses: By a curve to the right having a radius of I 859.86 feet, an arc of 264.66 feet and a chord of South 84" 09' 06" East, 264.44 feet to a 5/8 inch iron rod set, replacing a broken T. H. D. coacrcte monumeot found; By a curve to the left having a radius of1959.86 fi:ct, an ere of317.46 feet and a chord of South 84" 42' 55" Ea&t, 317.1 I fret lo a 518 Inch iron rod sel, replacing a broken T. H. D. concrete monument found; TIIENCE Soulh 89" 21' 20" East, 425.00 feet to aT. H. D. concrete monument found; TIIENCE South 4sa 48' 14" East, 72.43 feet to a5/8 inch iron rod set in the Wet>tline of Airport Road; THENCE South 02" 14' 43" Ea!lt25.37 feet \vith the West line of said Airport Road to a 5/8 incb iron rod set; TIIENCE South 25" 25' 50" West, 88.57 feet to a 518 inch iron rod set in tbc Noitbwestlioc of Old Highway No. 59 (Loop 522}; THENCE Sooth 53" 28' 21" West, 757.06 feet with !he Northwest line of said Old Highway No. 59 to a 5/8 inJ;h iron rod set al the inten;cclioo of the Nonh line of Mauritt Avenue as shown on a plat of the noitb Gauado Addition as recorded in Volwne V, Page 179 of the Deed Records of Jackson County,Teus; THENCE S.ou!h 87" 22' 20" West, 381,41 feet with tho North line of said Maurilt Avenue loa Sf8 inch iron rod set in the center of said drainage ditch; TIIENCE Noitb 02" 27' 14" West, 685.50 feet acrOS!l said 48.742 acre tract and with the center of said drainage ditch to the POINT OF BEGINNING, CONTAINING 11.40 acres ofl811d. I of2 |
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Tr:tctTwo: BEING a 3l.05 acre lract or parcel of ground being situated in the John Davis Survey, Abstract 16, Jacl<ron County, Texas. Said Inlet or puroel of ground also bl:ing pllfl of a 48.742 acre tract recorded in Yolnme 769, Page 118 among Deed Records of Jaclc.son County, Ta.;os aad beinc: more panicularly do:scribed by metes and bounds as follows: BEG.INNING at a 518 i!Jch iron rod round in the South line of the South access lane to SIBle Highway No. 59 (frontage road) for the Northwest corner of the herein described 33.05 acres, also being the Northea&t corn<:r of a 4.00 acre·!niel teeord<:d in a deW from TCICIIS A & M UniveJ:Slty Development Foundation to Billy's Lease Service, Inc.., recorded in Volume 22, Page: 661 of the Official Records of Jackson County, Texas; THENCE with the cxls.ting South &c ofd State Highway No.59 the following 6 cou e.s: North 6445' 07" East, 150.35 feet to SIB inch iron rod set; North 66" J4' 54" East 121.78 feet to a SIB inch iron rod set; North 70" 04' OT'East, 91.15 fee( to a 518 inch iron rod set, replacing a broken T. H. D.concrete monulllCill found; Til.ENCE by a curve to the right hiiVlng a radius of3769.12 feet, an arc of 1263.50 feet and a chord of North HI" 02' 27" East, 1251.59 feel to a S/8 loch iron rod set; . . THENCE South 89" 21' 20" East, 544.07 feet to a SIB inch iron rod set, replacing a broken T. H. D. concrete monument found; TIIENCE by a curve Ia the right having a radius of 1859.86 feet, aa arc ofJ6.60 feet and a chord of South 88" 47' 31" East 36.60 feel to a S/8 inch iron rod set In!he center of 11 dminage dilch; THENCE South 02" 27' 14" Easl685.50 feet across said 48.742 acre tract and with the center of said drainage ditch to a 5!8 inch iron. rod set; lliENCE Sou!h sr 22' 20West2168.31 feel wilh the Noith lint> of Mauritz Avea; toSIB inch iron rod found a!lhe Sou!heast corner of said 4.00 au<: tract; THENCE NOith 02" 29' 20" West 452.16 feot with the East line of said 4.00 acre truct to the POINT OF BEGINNING, Containing 3.05 acres ofJand. 2 of2 |
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EXHIBIT A-33 TA Rockw tll 2105 S. Goliad Street Rockwall. TX Legal Description B ing Lots 1 and 2, in Block A, of TRAVEL CENTERS OF AMERICA ADDITION, an Addition to the City of Rockwall, Rockwall County, Texas, according to the Map thereof recorded in cabinet F, Slide 96, of the Plat Recorda of Rockwall County, Texas. |
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, ;\ Tonclc S 36 Clinton Landing Rd !! 36 N. High\' ay 40 rooclc (Salt Lake City). UT i j Legal Description A tract of land situate in Section 35, Township 1 South,Range 4 West, Salt Lake Baand Meridian,Tooele County,Utah,more particularly described as follows: Beginning on the Southeasterly right-of-way line of U. S.Highway '10 at a point that Is 70.00 feet perpendiOJiarly distant Southwesterly from the 'L' line of State Highway Project No. I-BQ-2 (3) 79, said point of beginning being due West 2148.70 feet and due North 35.72 feet from the Tooele County monument at the East Quarter Comer of said Section 35 (said monument bears North 0°14''19" East 2634.05 feet from the Southwest Comer of said Section 35 and North 0°18'29" East 2938.98 feet from the Tooele County witness monument for said Southwest Comer of said Section 35); thence South 52°45'30" East along the frontage road right-of-way line 11.27 feet to the point of tangency with a .190.00 foot radius curve to Ule left; thence Easterly 356.00 feet along said frontage road right-of-way line and the arc of said curve through a central angle of 107°21'20" (Olord Bears North 73°32'50" East 306.17 feet) to a point that is 50.00 feet perpendiaJiarly distance Southeasterly from said Highway 'L' line; thence along said frontage road right-of-way line North 19°52'10 East 831.62 feet to a point on the aforesaid Southeasterly right-of-way line of U. S. Highway 40; thence along said Highway right-of-way line North 34°10'27" East 176.06 feet; thence East 680.92 feet;thence South '191.03 feet; thence along an existing Fence fine South 89°45'57" West 374.79 feet to a fence corner;thence along an existing fence South 0°05'24" West 679.74 Feet to a point on the extension of an existing Fence fine; thence along said extension and said fence line North 89°33'48" West 726.32 feet and North 89°56'19" West 370,66 feet to a point on the aforesaid rlght-of·way line of U. S. Highway '10; thence along said Highway right-of-way line North 3'1°10'27" East 191.82 feet to i:he point of beginning. ,, |
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EXHIBIT A-35 TA Wytheville 1 0:?.5 Peppers FetTy Road Wytheville. VA LEGAL DESCRIPTION All that certain real property situated in the County of Wythe, State of Virginia, more particularly described as follows: BEGINNING at a concrete right of way monwnent at the intersection of Route 610 and Route I-77 right ofway lines; thence with the West right of way line of Route I-77, South 54 degrees 06 minutes East 87.12 feet to a right of way monument; thence continuing East 776.48 feet to a right of way line, South 05 degrees 38 minutes East 776.48 feet to a right of way monument; thence with Route I-77 and Route 1-81 right of way line, South 06 degrees 29 minutes West 286.80 feet to a right of way line, South 68 degrees 34 minut,.es West 393.20 feet to a right of way line, North 71 degrees 32 minutes West 163.60 feet to an iron pin located on the center line of an .88 K.V. power line, thence two courses, North 18 degrees 41 minutes West 743.90 feet to an iron pin located under the center of a tower, thence North 21 degrees 55 minutes West 271.94 feet to an iron pin in the South right of way line of Route 610, the following four courses to the BEGINNING, North 75 degrees 55 minutes East 83.41 feet to an iron pin; thence North 67 degrees 35 minutes East 48.29 feet to an iron piu; thence Soulh 19 degrees 06 minutes East 43.14 feet to a right of monument; thence North 67 degrees 56 minutes East 658.00 feet to the PLACE OF BEGINNING, containing 17.25 acres, more or less. LESS AND EXCEPT that portion conveyed to the Commonwealth of Virginia, by Deed dated January 12, 1978, recorded in Deed Book 260, page 691, et seq., office of Clerk, Circuit Court, Wythe County, Virginia. Also described as follows: Said property being more particularly described on plat of survey dated January 28, 1993, prepared by J.L. Zeh, C.L.S., to wit: BEGINNING at a concrete right of way monwnent found at the intersection of VA - RTE 610 (Peppers Ferry Road) and Route 1-77 right ofway lines; TIIENCE, with the right of way of I-77, S 54-17-07 E, 87.3 feet to a concrete right of way monument found; THENCE, continuing with 1-77 right of way, S 05-47-05 E, 776.36 feet to a concrete right of way monument found; THENCE, continuing with I-77 right of way, S 06-19-22 W, 287.14 feet to a concrete right of way monument found at the intersection ofl-77 and I-81 right of way lines; THENCE, leaving I-77 right of way, and with I-81 right of way, S 68-19-44 W, 393.07 feet to a concrete monument fond; 1 of2 |
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THENCE, continuing with I-81 right of way, N 71-51-43 W, 163.39 feet to an iron pin found in a fence line and on the center line of an 88 K.V. power line; THENCE, leaving I-81 right of way, and with the center line of said power line, N 18-41-00 W, 743.62 feet to an iron pin found under the center of a tower; THENCE, continuing with said power line, N 21-55-00 w, 226.15 feet to an iron pin set on the south right of way line ofVA-RTE 610; THENCE, continuing with the southern right of way line of VA-RTE 610 the following calls: N 72-13-43 E, 175.77 feet to a point; N 78-56-13 E, 25.79 feet to an iron pin set; with a curve to the left, having delta angle of 05-53-00; mdius of 2936.82; arc length of 301.56 feel to an iron pin set, N 63-49-41 E, 101.58 feet to an iron pin set; N 67-55-12 E, 177.74 feet to the POINT OF BEGINNING, and containing 17.016 acres ofland, more or less. 2 of2 |
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EXHIBIT A-36 Ti\ Seattle East '-1-6630 North Bend WLt\' North Bend (Seattle East). WA LEGAL DESCRIPTION: Parcel A: That portion of the Northeast quarter of the Northeast quarter of Section 24, Township 23 North,Range 8 East, W.M.,ln King County, Washington, lying West of the West right-of-way line of %8th Avenue Southeast and North of the North right-of-way line of Interstate Highway No. 90 and East of the following described line: Commendng at the Northeast romer of said subdlvlslon; Thence North 87°57'30" West along the North line thereof a distance of 918.13 feet to the true point of beginning; Thence South 01°32'10" West a distance of 755.54 feet,more or less, to the North right-of-way line of Interstate Highway No.90 and the terminus of this line; · Except any portion thereof conveyed to the State of Washington for highway purposes by deeds rerorded November 30, 1955, December.16, 1955 and July 25,1969 under Recording Nos. 4641665, 4646940 and 6542836; And Except any portion thereof condemned in King County Superior Court cause No. 716816 for highway purposes; AndExcept that portion described as follows: Commencing at the Northeast comer of Section 24,Township 23 North, Range 8 East, W.M.,in King County, Washington; Thence North 87°57'30" West along the section line a distance of 25.0 feet; Thence South 01°22'29" West a distance of 413.35 feet; Thence North 88°37'31" West a distance of 5.0 feet; Thence South 01°22'29" West a distance of 144.00 feet; Thence North 88°37'31" West a distance of 250.00 feet; Thence South 01°22'29" West a distance of 47.0 feet to the true point of beginning; Thence North 88°37'13" West a distance of 164.00 feet; Thence South 01°22'29" West a distance of 190.0 feet,more or less, to the Norther1y line of Interstate Highway No. 90 as condemned In King County Superior Court Cause No. 716616; Thence North 81°22'28" East along said line a distance of 165 feet,more or less,to a point which bears South 01°22'28" East along said line a distance of 165 feet, more or less,to a point which bears South 01°22'29" West from the true point of beginning; Thence North 01°22'29" East a distance of 160 feet,. more or less, to the true point of beginning; (Said exception also being known as a portion of unrerorded King County Lot Line Adjustment No. 285001}; And Except that portion deeded to King County by Instrument recorded October 14, 2004 under King County Recording No. 20041014001147. Parcel B: Commencing at a concrete monument, being the Northeast comer of Sectlon 24, Township 23 North,Range 8 I of2 |
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East W.M.,in King County, Washington; Thence North 87°57'30" West along the section line a distance of 25.0 feet; Thence South 01°22'29" West a distance of 413.35 feet; Thence North 88°3731" West a distance of 5.0 feet; Thence South 01°22'29" West a distance of 144.00 feet; Thence North 68°3731" West a distance of 250.00 feet; Thence South 01°22'29" West a distance of 47.0 feet to the true point of beginning; Thence North 88°3731" West a distance of 164.00 feet; Thence South 01°22'29" West a distance of 190.0 feet,more or less, to the Northerly line of Interstate Highway No.9.0 as condemned In King County Superior Court Cause No. 716616; Thence North 81°22'28" East a distance of 165 feet, more or less, to a point which bears South 01°22'29" West from the true point of beginning; Thence North 01°22'29" East a distance of 160 feet,more or less, to the true point of beginning; (Also Known as a portion of unrecorded King County Lot Une Adjustment No.285001); Situate in the County of King, State of Washington. 2 of2 |
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EXHIBIT A-37 TA Hurricane 4195 State Rt. 34 Hurricane. WV TRAer 1 AU the certain tract or parcel of real estate situate in Scott District, Putnam County, West Virginia, and being more particularly bounded and described as follows: From an iron pin in the easterly right of way line of West Virginia State Route 34, the Hurricane-Winfield Road, said iron pin being approximately Y. mile north of the Teays Valley Road, Secondary No. 33 and is the common corner of land now or fonnerly owned by Michael S. Fletcher and Nanna C. Fletcher, his wife, and Lovell Grant; thence N. 36° 48' E. 114 feet along said easterly right of way of State Route No. 34 to an iron pin; thence S. 53° 12' E. 175 feet to the place of beginning; beginning at this point and thence running N. 36° 48' E. 351.88 feet to an iron pin; thence S. 87° 55' E. 408.6 feet to a 36 inch white oak tree hacked three limes as a comer; thence S. 2° 58' W. 272.9 feet to a 10 inch post as a comer; thence S. 82° 27' W. 511.96 feet to a point; thence N. 53° 12' W. 121.69 feet to the place ofbeginning, containing 3.75 acres, more or less. Rjght of Way for Tract l: Beginning at an iron pin in the easterly right of way line of West Vtrginia State Route 34, said iron pin being located along said right of way lineN. 36° 48' E. 114 feet from the Fletcher-Grant comer mentioned above; thence running with the easterly right of way line of West Virginia 34, N. 36° 48' E. 30.65 feet to an iron pin; thence at right angles leaving the said right of way line and ruruting with two lines of a 0.0982 acre lot S. 53° 12' E. 100 feet and N. 81o 48' E. I 06.06 feet to an iron pin in the west line. of the 3.75 Acre tract of which this driveway easement is an appurtenance; thence with the west line of the 3.75 Acre tract S. 36° 48' W. 105.65 feet to the southwest corner of the 3.75 acre tract; thence N. 53° 12' W. 175 feet to the place of beginning, which said easement shall extend to and be for all purposes of access to and from adjacent land now owned by Union Oil Company of California, a California corporation, as well as the 3.75 Acre tract above described. lof4 |
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TRACT2 All that certain tract or parcel ofland, situate on Poplar Fork of Hurricane Creek, in Scott District, Putnam County, West Virginia, and being more particularly bounded and described as follows: BEGINNING at an iron pin located at the intersection of the southerly controlled access right of way line of Ramp "D" to Interstate Route 64 and the easterly right of way line of old West Virginia State Route 34; thence running along said southerly controlled access right of way line of Ramp "D", N. 88° 18' E. 1199.37 feet to an iron pin located in the easterly boundary line of the original tract of 72 acres conveyed to the party of the first part by deed from C. C. Delaney and Grace Delaney, his wife, dated August II, 1945, recorded in the office ofthe Clerk ofthe County Commission of Putnam County, West Virginia, in Deed Book 82, page 58; thence leaving said controlled access right of way lines of Ramp "D" and running with said easterly boundary line of the original tract of 72 acres, S. l o 25' W. 611.4 feet (old call S. 2 !tl 0 E.) to an iron pin located at the southeastern comer of said original tract of 72 acres; thence with the southerly boundary lines of said tract of 72 acres S. 82° 27' W. 863.75 feet (old call S. 83° W.) to an iron pin located at the southeastern comer of a tract of 5.75 acres conveyed to C. L. Hankins and Ruth C. Hankins, his wife, by deed dated August 10, 1950, recorded in the aforesaid Clerk's office in Deed Book 98, page 516; thence with the easterly boundary line of said tract of 5.75 acres N. 2° 58' E. 275.3 feet (S. so 10' W. 273.81 feet in the aforesaid deed to C. L. Hankins and wife, dated August 10, 1950) to a 24" white oak located at the northeastern comer of said tract of 5.75 acres ("36 inch white oak tree hacked three times as a corner" in the aforesaid deed to C. L. Hankins and wife); thence with then northerly boundary line of said tract of 5.75 acres N. 87° 55' W. 621.5 feet (S. 85° 27' E. 621.48 feet to the aforesaid deed to C. L. Hankins and wife) to an old iron pin located in the easterly right of way line of old West Virginia State Route 34; thence with said easterly right of way line N. 36° 48' E. 211.36 feet to an iron pin, N. 33° 36' E. 255 feet to an iron pin, S. ,58° 57' E. 5 feet to an iron pin; thence N. 30° 53' E. 14.46 feet to the PLACE OF BEGINNING; containing 17.306 acres, more or less. THERE IS RESERVED AND EXCEPTED FROM THE ABOVE TWO TRACTS OF LAND THE FOLLOWING TWO PARCELS: . 2 of4 |
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Parcel One: That certain tract or parcel of land more particularly bounded and descnbed as follows: Beginning at a 5/8 inch rebar with cap set in the line of the South Putnam Public Service District tract recorded in Deed Book 299, at Page 254, and the Pure Oil tract recorded in Deed Book 153, at page 77, and from which a one inch iron pipe found comer to the said South Putnam Public Service District tract bears S. 87° 09' W. 86.33 feet; thence through the said Pure Oil tract from whlch this tract is a part for three (3) calls: N. 46° 09' E. 62.03 feet to a 5/8 inch rebar with cap set; N. 88° 02' E. 38.41 feet to a 5/8 inch rebar with cap set; and S. 34° 20' E. 47.03 feet to a 5/8 inch rebar with cap set in the linof the said Pure Oil tract and the Teays Valley Public Service District tract recorded in Deed Book 253, page 650; thence with said tracts, S. 87° 09' W. passing a one inch iron pipe found corner to the said Teays Valley Public Service District tract at 76.00 feet, in all 109.78 feet to the place of beginning, containing 2,996.61 square feet, more or less, as shown on a map titled, "PLAT OF SURVEY FOR SOUTH PUTNAM PUBLIC SERVICE DISTRICT SHOWING 2,996.61 SQ. FT. TRACT', dated May 27, 2005. And being the same property conveyed to South Putnam Public Service District, a political subdivision, by TA Operating Corporation, by deed dated June 29, 2005 and recorded in said Clerk's office in Deed Book 457, page 780. Parcel Two: That certain tract or parcel of land more particularly bounded and described as follows: Beginning at an existing W' rebar at the northwesterly comer of a tract conveyed to G. & G. Investments, in Deed Book 351, page 495, as recorded in the aforementioned Clerk's office, said point also being in the southerly existing controlled access right of way line of Interstate 64; thence with said G. & G. Investments tract, S. 1° 20' 27" w. 619.97 feet to an existing w· rebar at the northeasterly comer of a tract conveyed to Sherman Joseph Wood, in Deed Book 353, page 694, as recorded in the aforementioned Clerk's office; thence leaving said G. & G. Investments tract, and with said Good tract, S. 82° 05' 44" W. 146.43 feet to a set rebar; thence leaving said Good tract and meandering with Poplar Fork, the following courses and distances: N. 24° 13' 34" W. 9.66 feet to a point; thence N. 45° 42' 44" W. 33.57 feet to a point; thence N. 13° 26' 1()" W. 172.55 feet to a point; thence N. 48° 46' 33" W. 36.72 feet to a point; thence N. 68° 53' 46" W. 32.80 to a point; thence, S. 88° 16' IS" W. 31.81 feet to a point; thence S. 56° 03' 50" W. 38.76 feet to a point; thence S. 47° 18' 08" W. 30.98 feet 3 of4 |
|
to a point; thence S. 64° 50' 06" W. 77.06 feet to a point; thence S. 66° 25' 41" W. 81.02 feet to a point; thence S. 74° 07' 28" W. 38.38 feet to a point; thence S. 77° 16' 25" W. 9.12 feet to a point; thence N. 56° 21' 29" W. 6.61 feet to a point; thence N. 37° 45' 49" W. 34.75 feet to a point; thence N. 11 o 36' 34" W.15.75 feet to a point; thence N. 9° 26' 49" E. 12.19 feet to a point; thence N. 28° 42' 16" E. 39.89 feet to a point; thence N. 35° 28' 41" E. 129.77 feet to a point; thence N. 34° 29' 45" E. 265.23 feet to a point; thence N. 28° 15' 34" E. 76.08 feet to a point; thence N. 21° 16' 30" E. 30.31 feet to a set rebar in the aforementioned southerly right of way line of Interstate 64; thence with said right of way line, N. 87° 41' 29" E. 298.91 feet to the point of beginning, containing 5.23 acres. And being the same property conveyed to Gary D. Young and Penny R. Young, husband and wife, by TA Operating Corp<?ration, by deed dated March 8, 2006 and recorded in said Clerk's office in Deed Book 463, page 849. 4 of4 |
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EXHIBIT A-38 T;\ Hudson 713 Highway 12 Hudson. WI A parcel of land located in the Southwest Quarter of the Southwest Quarter (SW 1/4 SW 1/4) of Section Twenty-Seven (27), Township Twenty-Nine (29} Nortn,Range Nineteen (19) West,in the Town of Hudson,St.Croix County, Wisconsin,described as follows: Commencing at the Southwest comer of Section 27; thel'la! North 02°02'37" East, 82.40 feet along the West line of the Southwest 1/"1 or Section 27; thence South 88°00'38" East,2"1.87 feet; thence North 04°26'00" East,360.00 feet along the centerline of U.S.Highway "12";thence South 83°34'00" East,100.00 feet to the point of beginning; thence North 04°26'00" East,310.50 feet; thence Northeasterly 435.20 feet along .the arc of a 11,559.16-foot radius curve concave to the West whose chord bears North 03°21'17" East,435.17 feet; thence South 89°59'50" West, 48.01 feet;·thence North 02°42'04" East,31.54 feet; thence North 89°59'50" East, 789.76 feet;thence South 00°00'35" West, 912.04 feet to the Northerly right-of-way line of interstate "94"; thence Southwesterly 80.07 feet along the arc of a 3629.72-foot radius curve concave to the North whose chord bears South 82°29'57" West, 80.07 feet; thence continuing along said Northerly right-of way line North 78°21'22" West, 728.15 feet to the point of beginning,containing 358,030 square feet (15.106 acres) more or less. EXCEPT that parcel to State of Wlsronsln, Department of Transportation by Award of Damages rerorded October 29, 1996,In Volume 1205, on Page 6"12,as Document No. 551401. All of the above-described land being the same as follows: A parcel located in the Southwest Quarter {SWl/4) of Section Twenty-Seven (27),Township Twenty-Nine (29) North,Range Nineteen (19) West,in the Town of Hudson, St Croix County, Wisconsin, further described as follows: From the Southwest corner of said Section 27 go North along the Section line a distance of 82.4 feet;thence South 88°00' East along the centerline of East-bound lane of Interstate "94" a distance of 24.9 feet;thent;e North 4°26' East along centerline of U.S. Highway "12" a distance of 360.0 feet;thence South 85°34' East a distance of 100.0 feet to point of beginning for parcel to be described herein,said point of beginning being the intersection·of the North right-of-way line of Interstate "94" and the East right-of-way line of U.S. Highway "12"; thence South 78°19' East along said North right-of-way line a distance of 570.0 feet; thence due North a distance of 672.0 feet; thence due West a distance of 55.0 feet; thence due North a distance of 235.0 feet; thence due West a distance of 500.0 feet; thence South 2°10' West a distance of 48.0 feet along the East right-of-way line of U.S. Highway "12";thence South 87°42' East a distance of 48.0 feet; thence Southerly on a curve concave to the West having a radius of 11,559.16 feet and a long chord bearing South 3°22' West a distance of 433.0 feet;thence South 4°26' West a distance of 310.5 feet to the point of beginning. All bearings above are grid bearings taken from I-94 surveys and are not true bearings; EXCEPT the Northerly 16-foot strip along the East 500 feet of the above desaibed parcel. A parcel located In the Southwest Quarter {SWl/4) of Section Twenty-Seven (27), Township Twenty-Nine (29) North, Range Nineteen (19) West, further described as follows: From the Southwest comer of said Section 27 go North along the section line a distance of 82.4 feet;thence South 88°00' East along the centerline of the East-bound lane of Interstate "94" a distance of 24.9 feet;thence North 4°26' East along the centerline of U.S. Highway "12" a distance of 360.0 feet;thence South 85°34' East a distance of 100.0 feet; thence South 78° 19' East along the North right-of-way line of Interstate "94" a distance of 570.0 feet to the point of beginning for the parcelto be conveyed herein; thence due North a distance of 672.0 feet; thence due West a distance of 55.0 feet;thence due North a distance of 219.0 feet;thence due East a distance of 290.0 feet; thence due South a distance of 911:'1 feet to the North right-of-way nne of Interstate "94";thence Westerly along said right-of-way line a distance of 79.2 feet on a chord of a curve concave to the North having a radius of 3629.7 feet; thence North 78°19' West along said right of-way line a distance of 160.0 feet to the point of beginning. All bearings being taken from 1-94 highway bearings which are grid bearings, not true. EXCEPT that parcel to State of Wisconsin,Department of Transportation by Award of Damages recorded October 29, 1996,in Volume 1205,Page 642,as Document No. 551401. |
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EXHIBIT A-39 TA Cheyenne 4000 1-80 Service Rd. T3 urns (Cheyenne). WY Parcel 1: A tract of land situate in the SWY4 of Section 23,Township 14 North,Range 64 West of the 6th P.M., Laramie County, Wyoming, more particularly described as follows: commendng at the Southwest comer of said Section 23;thence N.09°32'E.,a distance of 362.76 feet to the point of beginning at the intersection of the North right of way line of U.S. Interstate Highway 80 and the East right of way line of County Road Extension 107; thence N.00°22'E.,along the East right of way line of said County Road Extension 107,a distance of 397.03 feet; thence leaving said right of way line S.87°07'23"E.,a distance of 2576.95 feet;thence S.00"32'll"W.,a distance of 203.76 feet; thence N.88"59'W.,a distance of 1156.95 feet; thence S.00°22'W.,a distance of 412.41feet; to a point on the North right of way line of U.S. Interstate Highway 80; thence N.88"21'15"W.,along said North right of way line a distance of 311.05 feet; thence N.7l 0 l2'W.,along said North right of way line,a distance of 972.69 feet; thence N.B8"16'W., along said North right of way line, a distance of 183.30 feet to the point of beginning. AND A tract of land situate in the SEV4 of Sectlon 22, Township 14 North, Range 64 West of the 6th P.M., Laramie County, Wyoming,more particularly described as follows: Commencing at the Southeast comer of said Section 22; thence N.17°11'19"W., a dlstance of 411.39 feet to the point of beginning said point being at the Intersection of the North right of way line of U.S. Interstate Highway 80 and the West right of way line of County Road Extension 107; thence N.14"23'38"E., along said West right of way line of County Road Extension 107 a distance of 300.27 feet; thence leaving said West right of way line N.88"06'25"W.,a distance of 701.35 feet; thence 5.01"53'45"W.,a distance of 416.54 feet to a point on the North right of way line of said U.S.Interstate Highway SO; thence N.72°47'35"E., along said North right of way line of U.S.Interstate Hlghway 80,a distance of 376.55 feet; thence S.88"08'32"E., along said North right of way line of U.S. Interstate· Highway 80; a distance of 280.54 feet to the point of beginning LESS Tract 1,Travel Centers of America Final Plat,Laramie County, Wyoming,EXCEPTING A tract of land being a portion of parcel #1as recorded in Book 1504,Page 160,Laramie County Oerk's Office ,located in the Southwest Quarter {SWI/4) of Section 23,Township 1'1 North,Range 64 West of the 6th P.M.,Laramie County,Wyoming,being more partirulariy desoibed as follows: Beginning at the Southeast comer of said Book 1504,Page 160; from which the Southwest comer of said Section 23 bears S.B8°35'08"W.,a distance of 1477.34 feet,thence N.00°07'41"E.,a distance of 412.62 feet,along the East line of said parcel to the Northeast comer of said parcel; thence N.89"12'18"W., along the North line of said parcel, a distance of 277.63 feet; thence S.05°44'08"W.,a distance of 408.88 feet, to a point on the South line of said parcel; thence S.71°25'50"E., along the South line of said parcel, a distance of 6.91feet; thence S.B8"37'-t3"E.,along said South line, a distance of 311.09 feet to the point of beginning. Parcel 2; Tract 1,Travel Centers of America Final Plat, laramie County, Wyoming. |
EXHIBIT B
New Properties
TA Site No. |
|
Property Address |
352 |
|
1724 West Grand Avenue, Gadsen, AL 35904. |
236 |
|
21 Romines Dr., Morris, IL 60450. |
379 |
|
1409 S. Country Road #850 East, Greensburg, IN 47240. |
393 |
|
3001 TV Road, Florence, SC 29501. |
EXHIBIT C
Petro Properties
TA Site No. |
|
Property Address |
352 |
|
1724 West Grand Avenue, Gadsen, AL 35904. |
379 |
|
1409 S. Country Road #850 East, Greensburg, IN 47240. |
393 |
|
3001 TV Road, Florence, SC 29501. |
EXHIBIT D
Trade Area Restriction Waivers
TA Site No. |
|
Property Address |
397 |
|
426 Alabama Highway 69 S, Hanceville, AL 35077. |
399 |
|
2842 SE Frontage Rd., Johnstown, CO 80534. |
377 |
|
10200 Old Federal Rd., Carnesville, GA 30521. |
376 |
|
1035 W. State Road 42, Brazil, IN 47834. |
244 |
|
5884 S. Wilbur Wright Rd., New Lisbon, IN 47366. |
250 |
|
1441 W. US Hwy 20, Porter, IN 46304. |
382 |
|
4230 W. Highway 24, Remington, IN 47977. |
243 |
|
15587 M-60, Tekonsha, MI 49092. |
385 |
|
14150 Hwy 418 SW, Deming, NM 88030. |
251 |
|
1670 U.S. Hwy 601 North, Mocksville, NC 27028. |
378 |
|
98 Grove St., DuPont, PA 18641. |
253 |
|
849 Victory Hwy. West, West Greenwich, RI 02817. |
255 |
|
289 Howard Baker Hwy, Pioneer, TN 37847. |
340 |
|
101 Cornelius Road North, Hillsboro, TX 76645. |
394 |
|
110 Interstate 35 Frontage Rd., Pearsall, TX 78061. |
EXHIBIT 10.2
AMENDED AND RESTATED LEASE AGREEMENT NO. 2,
dated as of June 9, 2015,
by and between
HPT TA PROPERTIES TRUST and HPT TA PROPERTIES LLC,
AS LANDLORD,
AND
TA OPERATING LLC ,
AS TENANT
ARTICLE 1 DEFINITIONS |
1 |
1.1 AAA |
1 |
1.2 Additional Charges |
1 |
1.3 Additional Rent |
1 |
1.4 Affiliated Person |
1 |
1.5 Agreement |
2 |
1.6 Applicable Laws |
2 |
1.7 Arbitration Award |
2 |
1.8 Award |
2 |
1.9 Base Gross Revenues |
2 |
1.10 Base Year |
2 |
1.11 Business Day |
2 |
1.12 Capital Addition |
2 |
1.13 Capital Expenditure |
2 |
1.14 Capital Replacements Budget |
3 |
1.15 Change in Control |
3 |
1.16 Claim |
3 |
1.17 Code |
3 |
1.18 Commencement Date |
3 |
1.19 Condemnation |
3 |
1.20 Condemnor |
3 |
1.21 Consolidated Financials |
3 |
1.22 Default |
4 |
1.23 Disbursement Rate |
4 |
1.24 Disputes |
4 |
1.25 Distribution |
4 |
1.26 Easement Agreement |
4 |
1.27 Encumbrance |
4 |
1.28 Entity |
4 |
1.29 Environment |
4 |
1.30 Environmental Obligation |
4 |
1.31 Environmental Notice |
4 |
1.32 Environmental Report |
4 |
1.33 Event of Default |
4 |
1.34 Excess Gross Revenues |
5 |
1.35 Existing Third Party Trade Names and Service Mark Rights |
5 |
1.36 Extended Term |
5 |
1.37 Fair Market Value Rent |
5 |
1.38 Financial Officers Certificate |
5 |
1.39 Fiscal Year |
5 |
1.40 Fixed Term |
5 |
1.41 Fixtures |
5 |
1.42 GAAP |
5 |
1.43 Government Agencies |
5 |
1.44 Gross Revenues |
6 |
1.45 Ground Leases |
6 |
1.46 Guarantor |
6 |
1.47 Guaranty |
6 |
1.48 Hazardous Substances |
6 |
1.49 Immediate Family |
7 |
1.50 Impositions |
7 |
1.51 Indebtedness |
8 |
1.52 Insurance Requirements |
8 |
1.53 Interest Rate |
8 |
1.54 Land |
8 |
1.55 Landlord |
8 |
1.56 Landlord Default |
8 |
1.57 Landlord Liens |
8 |
1.58 Lease Year |
9 |
1.59 Leased Improvements |
9 |
1.60 Leased Intangible Property |
9 |
1.61 Leased Property |
9 |
1.62 Legal Requirements |
9 |
1.63 Lien |
9 |
1.64 Management Agreement |
9 |
1.65 Manager |
10 |
1.66 Minimum Rent |
10 |
1.67 New Property |
10 |
1.68 Notice |
10 |
1.69 Offer |
10 |
1.70 Officers Certificate |
10 |
1.71 Operating Rights |
10 |
1.72 Original Lease |
10 |
1.73 Other Leases |
10 |
1.74 Overdue Rate |
10 |
1.75 Parent |
10 |
1.76 Percentage Reduction |
10 |
1.77 Permitted Encumbrances |
10 |
1.78 Permitted Use |
11 |
1.79 Person |
11 |
1.80 Prior Rent |
11 |
1.81 Property |
11 |
1.82 Property Mortgage |
11 |
1.83 Property Mortgagee |
11 |
1.84 Real Property |
11 |
1.85 Rent |
11 |
1.86 RMR |
11 |
1.87 Rules |
11 |
1.88 SARA |
11 |
1.89 SEC |
11 |
1.90 Shell |
11 |
1.91 Shell Agreement |
11 |
1.92 Shell SNDA |
11 |
1.93 State |
11 |
1.94 Subordinated Creditor |
12 |
1.95 Subordination Agreement |
12 |
1.96 Subsidiary |
12 |
1.97 Successor Landlord |
12 |
1.98 Superior Landlord |
12 |
1.99 Superior Lease |
12 |
1.100 Superior Mortgage |
12 |
1.101 Superior Mortgagee |
12 |
1.102 TA Franchise Agreement |
12 |
1.103 TCA |
12 |
1.104 Tenant |
12 |
1.105 Tenants Personal Property |
12 |
1.106 Term |
12 |
1.107 Transferred Trademarks |
13 |
1.108 Travel Center |
13 |
1.109 UCC |
13 |
1.110 Unsuitable for Its Permitted Use |
13 |
1.111 Work |
13 |
ARTICLE 2 LEASED PROPERTY AND TERM |
13 |
2.1 Leased Property |
13 |
2.2 Condition of Leased Property |
14 |
2.3 Term |
15 |
2.4 Extended Terms |
15 |
ARTICLE 3 RENT |
16 |
3.1 Rent |
16 |
3.1.1 Minimum Rent |
16 |
3.1.2 Additional Rent |
16 |
3.1.3 Additional Charges |
19 |
3.2 Late Payment of Rent, Etc. |
20 |
3.3 Net Lease, Etc. |
21 |
3.4 No Termination, Abatement, Etc. |
21 |
ARTICLE 4 USE OF THE LEASED PROPERTY |
22 |
4.1 Permitted Use |
22 |
4.1.1 Permitted Use |
22 |
4.1.2 Necessary Approvals |
23 |
4.1.3 Lawful Use, Etc. |
23 |
4.2 Compliance with Legal/Insurance Requirements, Etc. |
23 |
4.3 Environmental Matters |
23 |
4.3.1 Restriction on Use, Etc. |
23 |
4.3.2 Environmental Report |
24 |
4.3.3 Underground Storage Tanks |
25 |
4.3.4 Survival |
25 |
4.4 Ground Leases |
25 |
4.5 Shell Agreement |
25 |
ARTICLE 5 MAINTENANCE AND REPAIRS |
26 |
5.1 Maintenance and Repair |
26 |
5.1.1 Tenants General Obligations |
26 |
5.1.2 Landlords Obligations |
26 |
5.1.3 Nonresponsibility of Landlord, Etc. |
27 |
5.2 Tenants Personal Property |
27 |
5.3 Yield Up |
28 |
5.4 Management and Franchise Agreements |
28 |
ARTICLE 6 IMPROVEMENTS, ETC. |
29 |
6.1 Improvements to the Leased Property |
29 |
6.2 Salvage |
29 |
ARTICLE 7 LIENS |
30 |
ARTICLE 8 PERMITTED CONTESTS |
30 |
ARTICLE 9 INSURANCE AND INDEMNIFICATION |
31 |
9.1 General Insurance Requirements |
31 |
9.2 Waiver of Subrogation |
31 |
9.3 Form Satisfactory, Etc. |
31 |
9.4 No Separate Insurance; Self-Insurance |
32 |
9.5 Indemnification of Landlord |
32 |
ARTICLE 10 CASUALTY |
33 |
10.1 Insurance Proceeds |
33 |
10.2 Damage or Destruction |
33 |
10.2.1 Damage or Destruction of Leased Property |
33 |
10.2.2 Partial Damage or Destruction |
33 |
10.2.3 Insufficient Insurance Proceeds |
34 |
10.2.4 Disbursement of Proceeds |
34 |
10.3 Damage Near End of Term |
35 |
10.4 Tenants Personal Property |
35 |
10.5 Restoration of Tenants Personal Property |
35 |
10.6 No Abatement of Rent |
35 |
10.7 Waiver |
35 |
ARTICLE 11 CONDEMNATION |
36 |
11.1 Total Condemnation, Etc. |
36 |
11.2 Partial Condemnation |
36 |
11.3 Abatement of Rent |
37 |
11.4 Temporary Condemnation |
37 |
11.5 Allocation of Award |
37 |
ARTICLE 12 DEFAULTS AND REMEDIES |
38 |
12.1 Events of Default |
38 |
12.2 Remedies |
39 |
12.3 Tenants Waiver |
41 |
12.4 Application of Funds |
41 |
12.5 Landlords Right to Cure Tenants Default |
41 |
ARTICLE 13 HOLDING OVER |
41 |
ARTICLE 14 LANDLORD DEFAULT |
42 |
ARTICLE 15 PURCHASE OF TENANTS PERSONAL PROPERTY |
42 |
ARTICLE 16 SUBLETTING AND ASSIGNMENT |
43 |
16.1 Subletting and Assignment |
43 |
16.2 Required Sublease Provisions |
44 |
16.3 Permitted Sublease |
45 |
16.4 Sublease Limitation |
45 |
ARTICLE 17 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS |
45 |
17.1 Estoppel Certificates |
45 |
17.2 Financial Statements |
46 |
ARTICLE 18 LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT |
47 |
18.1 Inspection |
47 |
18.2 Quality Control |
47 |
18.3 Transferred Trademarks, Registration and Maintenance |
47 |
18.4 Enforcement |
47 |
ARTICLE 19 EASEMENTS |
47 |
19.1 Grant of Easements |
47 |
19.2 Exercise of Rights by Tenant |
48 |
19.3 Permitted Encumbrances |
48 |
ARTICLE 20 PROPERTY MORTGAGES |
48 |
20.1 Landlord May Grant Liens |
48 |
20.2 Subordination of Lease |
48 |
20.3 Notice to Mortgagee and Superior Landlord |
49 |
ARTICLE 21 ADDITIONAL COVENANTS OF LANDLORD AND TENANT |
50 |
21.1 Prompt Payment of Indebtedness |
50 |
21.2 Conduct of Business |
50 |
21.3 Maintenance of Accounts and Records |
50 |
21.4 Notice of Litigation, Etc. |
50 |
21.5 Indebtedness of Tenant |
51 |
21.6 Distributions, Payments to Affiliated Persons, Etc. |
51 |
21.7 Prohibited Transactions |
52 |
21.8 Liens and Encumbrances |
52 |
21.9 Merger; Sale of Assets; Etc. |
52 |
21.10 Bankruptcy Remote Entities |
52 |
21.11 Trade Area Restriction |
53 |
ARTICLE 22 ARBITRATION |
53 |
ARTICLE 23 MISCELLANEOUS |
55 |
23.1 Limitation on Payment of Rent |
55 |
23.2 No Waiver |
55 |
23.3 Remedies Cumulative |
55 |
23.4 Severability |
56 |
23.5 Acceptance of Surrender |
56 |
23.6 No Merger of Title |
56 |
23.7 Conveyance by Landlord |
56 |
23.8 Quiet Enjoyment |
56 |
23.9 No Recordation |
56 |
23.10 Notices |
57 |
23.11 Construction |
57 |
23.12 Counterparts; Headings |
58 |
23.13 Applicable Law, Etc. |
58 |
23.14 Right to Make Agreement |
58 |
23.15 Attorneys Fees |
59 |
AMENDED AND RESTATED LEASE AGREEMENT NO. 2
THIS AMENDED AND RESTATED LEASE AGREEMENT NO. 2 is entered into as of June 9, 2015, by and between 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 ).
W I T N E S S E T H :
WHEREAS, Landlord and Tenant (as successor by merger with TA Leasing LLC) are parties to that certain Lease Agreement, dated as of January 31, 2007, as amended (as so amended, the Original Lease ); and
WHEREAS , Landlord and Tenant wish to amend and restate the Original Lease into four (4) separate leases, add certain new properties to such four (4) separate leases and make certain other modifications thereto as herein set forth;
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, effective as of the date hereof, as follows:
ARTICLE 1
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (c) all references in this Agreement to designated Articles, Sections and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement, and (d) the words herein, hereof, hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.
1.1 AAA shall have the meaning given such term in Article 22 .
1.2 Additional Charges shall have the meaning given such term in Section 3.1.3 .
1.3 Additional Rent shall have the meaning given such term in Section 3.1.2(a) .
1.4 Affiliated Person shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other
Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).
1.5 Agreement shall mean this Amended and Restated Lease Agreement No. 2, including all exhibits attached hereto, as it and they may be amended from time to time as herein provided.
1.6 Applicable Laws shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, conservation of, or the protection of, real or personal property, Transferred Trademarks or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.
1.7 Arbitration Award shall have the meaning given such term in Article 22 .
1.8 Award shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).
1.9 Base Gross Revenues shall mean, with respect to any Property, the amount of Gross Revenues for such Property for the Base Year.
1.10 Base Year shall mean the 2015 calendar year.
1.11 Business Day shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.
1.12 Capital Addition shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.
1.13 Capital Expenditure shall mean any expenditure treated as capital in nature in accordance with GAAP.
1.14 Capital Replacements Budget shall have the meaning given such term in Section 5.1.1(b) .
1.15 Change in Control shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any other Person (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c) or (d) of this definition), (c) any one or more sales or conveyances to any Person of all or any material portion of its assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, as the case may be, or (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on January 31, 2007) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor, as the case may be, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the board of directors of Tenant or any Guarantor then in office.
1.16 Claim shall have the meaning given such term in Article 8 .
1.17 Code shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.
1.18 Commencement Date shall mean the date hereof.
1.19 Condemnation shall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.
1.20 Condemnor shall mean any public or quasi-public Person, having the power of Condemnation.
1.21 Consolidated Financials shall mean, for any Fiscal Year or other accounting period of TCA, annual audited and quarterly unaudited financial statements of TCA prepared on a consolidated basis, including TCAs consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the
corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.
1.22 Default shall mean any event or condition which with the giving of notice and/or lapse of time would be an Event of Default.
1.23 Disbursement Rate shall mean an annual rate of interest, as of the date of determination, equal to the greater of (i) the Interest Rate and (ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred fifty (350) basis points.
1.24 Disputes shall have the meaning given such term in Article 22 .
1.25 Distribution shall mean (a) any declaration or payment of any dividend (except ordinary cash dividends payable in common stock or other equity interests of Tenant) on or in respect of any shares of any class of capital stock or other equity interests of Tenant, (b) any purchase, redemption, retirement or other acquisition of any shares of any class of capital stock of a corporation, (c) any other distribution on or in respect of any shares of any class of capital stock of Tenant or (d) any return of capital to shareholders.
1.26 Easement Agreement shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .
1.27 Encumbrance shall have the meaning given such term in Section 20.1 .
1.28 Entity shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.
1.29 Environment shall mean soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.
1.30 Environmental Obligation shall have the meaning given such term in Section 4.3.1 .
1.31 Environmental Notice shall have the meaning given such term in Section 4.3.1 .
1.32 Environmental Report shall have the meaning given such term in Section 4.3.2 .
1.33 Event of Default shall have the meaning given such term in Section 12.1 .
1.34 Excess Gross Revenues shall mean, with respect to any Property, with respect to any Lease Year, or portion thereof, the amount of Gross Revenues for such Property for such Lease Year, or portion thereof, in excess of Base Gross Revenues for such Property for the equivalent period during the Base Year.
1.35 Existing Third Party Trade Names and Service Mark Rights shall mean the rights as set forth in any TA Franchise Agreement in effect as of January 31, 2007 licensed to third parties in the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto which constitute a part of the Transferred Trademarks.
1.36 Extended Term shall have the meaning given such term in Section 2.4 .
1.37 Fair Market Value Rent shall mean the per annum minimum rent which would be payable monthly in advance for the applicable Property or the Leased Property (as the case may be) in its then current condition and for its then current use, on the terms and conditions of this Agreement (including, without limitation, the obligation to pay Additional Rent).
1.38 Financial Officers Certificate shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.
1.39 Fiscal Year shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.
1.40 Fixed Term shall have the meaning given such term in Section 2.3 .
1.41 Fixtures shall have the meaning given such term in Section 2.1(d) .
1.42 GAAP shall mean generally accepted accounting principles consistently applied.
1.43 Government Agencies shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Travel Center operated thereon.
1.44 Gross Revenues shall mean, with respect to any Property, for each Fiscal Year during the Term, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all goods sold, services performed, space or facilities subleased on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: allowances according to GAAP for uncollectible accounts, including credit card accounts and other administrative discounts; federal, state or municipal excise, sales, use, occupancy or similar taxes included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Travel Center located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; interest income from any bank account or investment of Tenant; any revenues or receipts of every kind derived from the provision, sale or trade of motor fuel and gasoline at such Property (including, without limitation, any amounts that arise out of the Shell Agreement); any revenues or receipts derived from gaming operations (but Gross Revenues shall include any revenue or receipts derived from sales of lottery tickets without adjustment for payouts); or any amount based on the income or profits of any Person if as a consequence thereof the Rent or other amounts payable by Tenant hereunder would fail to qualify, in whole or in part, as rents from real property within the meaning of Section 856(d) of the Code.
1.45 Ground Leases shall mean, collectively, any and all ground leases in effect with respect to any portion of the Real Property.
1.46 Guarantor shall mean, collectively, TCA, TravelCenters of America Holding Company LLC, and each and every other guarantor of Tenants obligations under this Agreement, and each such guarantors successors and assigns, jointly and severally.
1.47 Guaranty shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenants obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.
1.48 Hazardous Substances shall mean any substance:
(a) the presence of which requires or may hereafter require notification, investigation or remediation under any Applicable Law; or
(b) which is or becomes defined as a hazardous waste, hazardous material or hazardous substance or pollutant or contaminant under any Applicable Law including,
without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or
(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Agencies; or
(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons; or
(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or
(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or
(g) without limitation, which contains or emits radioactive particles, waves or material.
1.49 Immediate Family shall mean, with respect to any individual, such individuals spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.
1.50 Impositions shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, occupancy, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted upon the Leased Property by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlords interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term Impositions shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Property Mortgage) or other tax imposed with respect to the
sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3 , (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a United States person as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlords conduct or operation or as a result of the negligence or willful misconduct of Landlord.
1.51 Indebtedness shall mean (without duplication), (i) all obligations for borrowed money, (ii) the maximum amount available to be drawn under all surety bonds, letters of credit and bankers acceptances issued or created for the account of Tenant and, without duplication, all unreimbursed drafts drawn thereunder, (iii) all obligations to pay the deferred purchase price of property or services, excluding trade payables incurred in the ordinary course of business, but including all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by Tenant, (iv) all leases required, in accordance with GAAP, to be recorded as capital leases on Tenants balance sheet, (v) the principal balance outstanding and owing by Tenant under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, and (vi) all guaranties of or other liabilities with respect to the debt of another Person.
1.52 Insurance Requirements shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.
1.53 Interest Rate shall mean eight and one half percent (8.5%) per annum.
1.54 Land shall have the meaning given such term in Section 2.1(a) .
1.55 Landlord shall have the meaning given such term in the preambles to this Agreement and shall also include their respective permitted successors and assigns.
1.56 Landlord Default shall have the meaning given such term in Article 14 .
1.57 Landlord Liens shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased
Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that Landlord Lien shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.
1.58 Lease Year shall mean any Fiscal Year or portion thereof during the Term.
1.59 Leased Improvements shall have the meaning given such term in Section 2.1(b) .
1.60 Leased Intangible Property shall mean all agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits and telephone exchange numbers identified with the Leased Property; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.
1.61 Leased Property shall have the meaning given such term in Section 2.1 .
1.62 Legal Requirements shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlords status as a real estate investment trust.
1.63 Lien shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.
1.64 Management Agreement shall mean, with respect to any Property, any operating, management, franchise or branding agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto, excluding, however, any TA Franchise Agreement.
1.65 Manager shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.
1.66 Minimum Rent shall mean Forty-One Million One Hundred Seventy-Four Thousand Five Hundred Ninety-Four Dollars ($41,174,594) per annum, subject to adjustment as provided in Section 3.1.1(b) .
1.67 New Property shall mean each Property identified on Exhibit B attached hereto.
1.68 Notice shall mean a notice given in accordance with Section 23.10 .
1.69 Offer shall have the meaning given such term in Section 4.1.1(b) .
1.70 Officers Certificate shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.
1.71 Operating Rights shall have the meaning given such term in Section 5.3 .
1.72 Original Lease shall have the meaning given such term in the recitals to this Agreement.
1.73 Other Leases shall mean, collectively, (a) that certain Amended and Restated Lease Agreement No. 1, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (b) that certain Amended and Restated Lease Agreement No. 3, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (c) that certain Amended and Restated Lease Agreement No. 4, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto.
1.74 Overdue Rate shall mean, on any date, a per annum rate of interest equal to the lesser of the Disbursement Rate plus four percent (4%) and the maximum rate then permitted under applicable law.
1.75 Parent shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.
1.76 Percentage Reduction shall be eight and one-half percent (8.5%) other than for any New Property, as to which the Percentage Reduction shall be eight and six tenths percent (8.6%).
1.77 Permitted Encumbrances shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owners or
leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.
1.78 Permitted Use shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .
1.79 Person shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.
1.80 Prior Rent shall have the meaning given such term in Section 2.4 .
1.81 Property shall have the meaning given such term in Section 2.1 .
1.82 Property Mortgage shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .
1.83 Property Mortgagee shall mean the holder of any Property Mortgage.
1.84 Real Property shall have the meaning given such term in Section 2.1 .
1.85 Rent shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.
1.86 RMR shall have the meaning given such term in Article 22 .
1.87 Rules shall have the meaning given such term in Article 22 .
1.88 SARA shall mean the Superfund Amendments and Reauthorization Act of 1986, as the same has been and may be amended, restated, modified or supplemented from time to time.
1.89 SEC shall mean the Securities and Exchange Commission.
1.90 Shell shall mean Equilon Enterprises LLC (doing business as Shell Oil Products US), a Delaware limited liability company.
1.91 Shell Agreement shall mean that certain Liquefied Natural Gas Dispensing Site License and Sales Agreement, dated as of April 15, 2013, between Tenant and Shell, together with all modifications, amendments and supplements thereto.
1.92 Shell SNDA shall have the meaning given such term in Section 4.5.
1.93 State shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.
1.94 Subordinated Creditor shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.
1.95 Subordination Agreement shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenants obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenants obligations to Landlord under this Agreement.
1.96 Subsidiary shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).
1.97 Successor Landlord shall have the meaning given such term in Section 20.2 .
1.98 Superior Landlord shall have the meaning given such term in Section 20.2 .
1.99 Superior Lease shall have the meaning given such term in Section 20.2 .
1.100 Superior Mortgage shall have the meaning given such term in Section 20.2 .
1.101 Superior Mortgagee shall have the meaning given such term in Section 20.2 .
1.102 TA Franchise Agreement shall mean a franchise agreement and, if applicable, any network lease agreement associated with such franchise agreement, between TCA, or one of its Affiliated Persons, as franchisor, and a Person who is not an Affiliated Person of TCA, as franchisee, for the operation of a Travel Center or other hospitality, fuel and/or service facility by such Person.
1.103 TCA shall mean TravelCenters of America LLC, a Delaware limited liability company, and its permitted successors and assigns.
1.104 Tenant shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.
1.105 Tenants Personal Property shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant acquired by Tenant before, on or after the Commencement Date and located at the Leased Property or used in Tenants business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definition of Fixtures.
1.106 Term shall mean, collectively, the Fixed Term and each Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.
1.107 Transferred Trademarks shall mean all trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, owned by or licensed to Landlord and used in connection with any Travel Center or any other hospitality, fuel and service facility including without limitation trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, such as TravelCenters of America, TA, Goasis, Country Pride, Fork in the Road and Buckhorn Family Restaurants whether or not used at or on the Real Property; and all other licensable intellectual property of any kind or character belonging to Landlord with respect to the Leased Property.
1.108 Travel Center shall mean, with respect to any Property, collectively, the hospitality, fuel and service facilities located at such Property, including, hotel, food and beverage services facilities, fuel pumps, facilities for the storage and distribution of petroleum products, retail shops and other facilities and services being operated or proposed to be operated on such Property.
1.109 UCC shall mean the Uniform Commercial Code as in effect in the State of Ohio.
1.110 Unsuitable for Its Permitted Use shall mean, with respect to any Travel Center, a state or condition such that following any damage, destruction or Condemnation, such Travel Center cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage, destruction or Condemnation, and as otherwise required by this Agreement, within twenty-four (24) months following such damage, destruction or Condemnation or such longer period of time as to which business interruption insurance or Award proceeds is available to cover Rent and other costs related to the applicable Property following such damage, destruction or Condemnation.
1.111 Work shall have the meaning given such term in Section 10.2.4 .
ARTICLE 2
LEASED PROPERTY AND TERM
2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases and licenses to Tenant and Tenant leases and licenses from Landlord all of Landlords right, title and interest in and to all of the following (each of items (a) through (f) below which, as of the Commencement Date, relates to any single Travel Center, a Property and together with item (g) below, collectively, the Leased Property , and those portions of the Leased Property described in items (a) through (d) below being the Real Property ):
(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-36 , attached hereto and made a part hereof (the Land );
(b) all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the Leased Improvements );
(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;
(d) all equipment, machinery and fixtures integral to the operation of the Leased Improvements, and other items of property now or hereafter permanently affixed or integral to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenants Personal Property (collectively, the Fixtures );
(e) all of the Leased Intangible Property;
(f) any and all leases of space in the Leased Improvements; and
(g) all of the Transferred Trademarks whether or not used at or on any Property (such rights of Tenant in the Transferred Trademarks being nonexclusive, worldwide, non-assignable but sublicensable to the extent expressly set forth in this Agreement).
2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its as is condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the Commencement Date or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORDS AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR
WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlords rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlords or Tenants name, all at Tenants sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys fees) incurred by Landlord in connection with such cooperation.
2.3 Term . The initial term of this Agreement (the Fixed Term ) shall commence on the Commencement Date and shall expire on December 31, 2028.
The term hereof with respect to the Existing Third Party Trade Names and Service Mark Rights shall be co-terminous with the duration of the third party rights thereto as of January 31, 2007 and may extend beyond the Term, as the same may be extended pursuant to Paragraph 2.4 hereof, or any earlier termination of the Term hereof (but not later than December 31, 2027), and Tenants obligations hereunder to Landlord with respect to any such Existing Third Party Trade Names and Service Mark Rights shall apply throughout such additional period as if it were part of the Term; Tenant hereby representing that such extension for the period beyond what would have been the Term had it expired by passage of time does not apply to more than five (5) Travel Centers or other hospitality, fuel and service facilities in the aggregate.
2.4 Extended Terms . Tenant shall have the right to extend the Term for two (2) renewal terms of fifteen (15) years each (each, an Extended Term ), provided that no Event of Default shall have occurred and be continuing at the time Tenant exercises a right to extend the Term.
If and to the extent Tenant shall exercise the foregoing options to extend the Term, the first Extended Term shall commence on January 1, 2029 and expire on December 31, 2043 and the second Extended Term shall commence on January 1, 2044 and expire on December 31, 2058. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that (x) the Minimum Rent payable during such Extended Term shall be the greater of the Prior Rent and the Fair Market Value Rent for the Leased Property (such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord) (taking into account that the Base Year shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2058. For purposes of this Section 2.4, Prior Rent shall mean an amount equal to the per annum Minimum Rent in effect on the last day of the Fixed Term or Extended Term immediately preceding such Extended Term. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than December 31, 2027, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2042, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first
Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlords option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.
ARTICLE 3
RENT
3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.
3.1.1 Minimum Rent
(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.
(b) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed.
3.1.2 Additional Rent
(a) Amount . Tenant shall pay additional rent ( Additional Rent ) with respect to each Lease Year during the Term subsequent to the Base Year, with respect to each Property, in an amount equal to three percent (3%) of Excess Gross Revenues at such Property.
(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears, on the first Business Day of the subsequent quarter, together
with an Officers Certificate setting forth the calculation of Additional Rent due and payable for such quarter.
(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such report is true, correct and complete, and (ii) a statement showing Tenants calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such statement is true, correct and complete.
If the annual Additional Rent for such preceding Lease Year as set forth in Tenants statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.
(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenants books and records and/or to retain an independent public accounting firm of Landlords choice to audit the information set forth in the Officers Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenants books and
records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officers Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenants business operations. If any such review of Tenants books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlords option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22 .
Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.
3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or cause to be discharged) as and when due and payable the following (collectively, Additional Charges ):
(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlords net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .
Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided ,
however , that Landlords failure to give any such notice shall in no way diminish Tenants obligation hereunder to pay such Impositions.
(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.
(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .
(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, all amounts payable under any equipment leases and all agreements to indemnify Landlord under Section 9.5 .
(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement, Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.
(f) Deferral Rent . Tenant shall pay to Landlord, contemporaneously with the last installment of Minimum Rent attributable to the Fixed Term (or if earlier, on or before the termination of this Agreement), the amount of Twenty-Nine Million One Hundred and Six Thousand Nine Hundred Thirty-Three Dollars ($29,106,933).
3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent or Additional Rent or any Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid on its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment or amount to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Property Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.
In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost
which is added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Agreement or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Additional Rent.
3.3 Net Lease, Etc. The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent. Landlord and Tenant acknowledge and agree that none of the Rent provided for under this Agreement is allocable to any personal property included in the Leased Property.
3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation; (b) the lawful or unlawful prohibition of, or restriction upon, Tenants use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.
ARTICLE 4
USE OF THE LEASED PROPERTY
4.1 Permitted Use
4.1.1 Permitted Use
(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name TA, Travel Centers of America or Goasis, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of January 31, 2007, except that Tenant may operate the Travel Centers at the Properties identified on Exhibit C attached hereto under the name Petro or Petro Stopping Centers. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriters regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.
(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided , however , in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an Offer ) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such
Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option (x) the applicable Percentage Reduction of the projected net proceeds determined by reference to such Offer or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this Section 4.1.1(b) with respect to more than 15 Properties in the aggregate under this Agreement and the Other Leases during the Term. For purposes of the preceding sentence, Properties shall include any Property under this Lease and any Property (as defined therein) under any Other Lease.
4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Travel Center located thereon under applicable law.
4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to, use or suffer or permit the use of any Property or Tenants Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Travel Center, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (i) may materially and adversely impair Landlords or Tenants title thereto or to any portion thereof, or (ii) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.
4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (i) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (ii) perform (or cause to be performed) in a timely fashion all of Landlords obligations under any ground lease affecting any Property except as provided in Section 4.4 and (iii) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, permits and other authorizations and agreements required for any use of any Property and Tenants Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.
4.3 Environmental Matters .
4.3.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store on, release or spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be
maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly (and shall direct any Manager to promptly): (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Law, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect to Hazardous Substances or violations or alleged violations of Applicable Law (each an Environmental Notice ), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Law and/or presents a material risk of any material cost, expense, loss or damage (an Environmental Obligation ), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, storage, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use, storage or maintenance, or requiring the removal, treatment, containment or other disposition of Hazardous Substances, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related to Hazardous Substances or violations of Applicable Law for which Tenant or any Person claiming by, through or under Tenant and/or Landlord are legally liable, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.
If, at any time prior to the termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on any Property, subject to Tenants right to contest the same in accordance with Article 8 , Tenant shall take (and shall cause to be taken) all actions and incur any and all expenses, as are required by any Government Agency and by Applicable Law, (i) to clean up and remove from and about such Property all Hazardous Substances thereon, (ii) to contain and prevent any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property and (iii) to use good faith efforts to eliminate any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property.
4.3.2 Environmental Report . Tenant shall, at its sole cost and expense, provide Landlord with an Environmental Report (as hereinafter defined), prepared by an environmental consultant reasonably acceptable to Landlord and dated within sixty (60) days of the expiration or sooner termination of this Agreement concluding, subject to customary limitations and standards, that Tenant shall have complied with all of its obligations under Section 4.3 of this Agreement to date and that the Leased Property does not contain any Hazardous Substances, other than in compliance with Applicable Laws, and which, at Landlords request, Tenant shall remove from the Leased Property on or before the expiration or sooner termination hereof. An Environmental Report shall be a so-called Phase I report or such other level of investigation which shall be the standard of diligence in the purchase or lease of similar property at the time, together with any additional investigation and report which would be needed to make the conclusions required above or which would customarily follow any
discovery contained in any initial report(s), and for which the investigation and testing on which the conclusions shall have been based shall have been performed not earlier than thirty (30) days prior to the date of such report.
4.3.3 Underground Storage Tanks . It is expressly understood and agreed that Tenants obligations under this Agreement shall include the maintenance and, if necessary, replacement of underground storage tanks at the Leased Property. Upon the expiration or sooner termination of this Agreement, Tenant shall pay to Landlord the amount of any asset retirement obligation reserve for underground storage tanks located at the Leased Property that Tenant would be required to recognize on its books and records pursuant to GAAP if Tenant owned those underground storage tanks. Upon such payment, Tenants obligations under this Agreement with respect to the maintenance and replacement of underground storage tanks shall terminate.
4.3.4 Survival . The provisions of this Section 4.3 shall survive the expiration or sooner termination of this Agreement.
4.4 Ground Leases . Tenant shall pay and perform all of Landlords obligations as tenant under the Ground Leases. If Landlord has the right, under the provisions of any of the Ground Leases, to elect to renew or extend the term of such Ground Leases or to purchase the ground leased property, Tenant shall so notify Landlord at least one hundred eighty (180) days (but no more than one (1) year) prior to the expiration of the period within which Landlord is obligated to notify the landlord under such Ground Leases of its election to renew, extend or purchase, as the case may be. Such notice from Tenant shall contain all of the relevant facts about the impending election to renew, extend or purchase, including, as applicable, the length of the period of renewal, the rental rate and/or the purchase price. In the event of the expiration or termination of any Ground Lease, this Agreement shall terminate with respect to such Property as of the date of such expiration or termination; provided , however , in such event, there shall be no reduction in the Minimum Rent. Landlord shall provide Tenant copies of notices received by Landlord from the lessor under any Ground Lease.
4.5 Shell Agreement . Tenant shall comply with its obligations under the Shell Agreement and Landlord and Tenant agree that this Agreement and the Other Leases shall, for purposes of Section 2 of the Subordination, Non-Disturbance and Attornment Agreement among Landlord, HPT PSC Properties Trust, HPT PSC Properties LLC, Tenant and Shell entered into as of April 15, 2013 ( Shell SNDA )in connection with the Shell Agreement, constitute a replacement Lease, as defined in the SNDA, for the Original Lease.
ARTICLE 5
MAINTENANCE AND REPAIRS
5.1 Maintenance and Repair
5.1.1 Tenants General Obligations
(a) Tenant shall keep (or cause to be kept), at Tenants sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenants Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenants or any Managers use, any prior use, the elements or the age of the Leased Property or Tenants Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Travel Centers in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenants use, occupancy and maintenance of the Leased Property shall comply with all published requirements imposed from time to time on a system-wide basis for TCA Travel Centers. Tenants obligations under this Section 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in Article 10 and Article 11 and Tenants obligations with respect to Hazardous Substances are as set forth in Section 4.3 .
(b) Tenant shall prepare and submit to Landlord for Landlords approval, on or before December 1 of each Lease Year during the Term hereof and for the next following Lease Year, a detailed budget (the Capital Replacements Budget ) for each Property, projecting all costs, expenses and expenditures expected to be incurred at such Property during the following Lease Year for Capital Additions. Each Capital Replacements Budget shall be supplemented by such information as Landlord shall reasonably request from time to time.
5.1.2 Landlords Obligations
(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect on the Commencement Date or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanics lien laws now or hereafter existing.
(b) If, pursuant to the terms of this Agreement, Tenant is required to make any Capital Expenditures, including, without limitation, the Capital Expenditures identified in
any Capital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required Capital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenants obligation to make such required Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such Capital Expenditure.
5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased Property or on Landlords interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.
Nothing contained in this Agreement shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the performance of any labor or the furnishing of any materials for any alteration, addition, improvement or repair to the Leased Property or any part thereof or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Leased Property or any part thereof nor to subject Landlords estate in the Leased Property or any part thereof to liability under any mechanics lien law of any State in any way, it being expressly understood Landlords estate shall not be subject to any such liability.
5.2 Tenants Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenants Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after January 31, 2007, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenants rights and obligations under such agreement upon Landlords purchase of the same in
accordance with the provisions of Article 15 and the assumption of management or operation of the Travel Center by Landlord or its designee.
5.3 Yield Up . Upon the expiration or sooner termination of this Agreement, Tenant shall remove all of Tenants Personal Property (other than that purchased by Landlord pursuant to Article 15 ) and vacate and surrender the Leased Property to Landlord (except that Tenant shall not surrender its rights to use the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, to the extent necessary for it to comply with its obligations with respect to the Existing Third Party Trade Names and Service Mark Rights until the various dates on which the rights thereto of such third parties expire, to the extent and as more particularly described in Section 2.3 ) in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 , excepted).
In addition, upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlords sole cost and expense, use its good faith efforts to transfer (or cause to be transferred) to Landlord or its nominee, and cooperate with Landlord or Landlords nominee in connection with the processing of all applications for, licenses, operating permits and other governmental authorizations and all contracts, including contracts with Government Agencies and rights with third party franchisors which may be necessary for the use and operation of the Travel Centers as then operated (all such licenses, permits, authorizations and contracts being Operating Rights ). Tenant hereby appoints Landlord as its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this paragraph and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with Government Agencies, and executing any instruments, assignments, conveyances, and other transfers which are required to be taken or executed by Tenant, on its behalf and in its name, which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution of Tenant.
If requested by Landlord, Tenant shall continue to manage one or more of the Travel Centers after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms (including receipt by Tenant of a market management fee), as Landlord shall reasonably request.
5.4 Management and Franchise Agreements . Tenant shall not, without Landlords prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to Tenants Affiliated Persons), enter into, amend or modify the provisions of, or extend or renew (or allow to be entered into, amended, modified, extended or renewed) any Management Agreement or TA Franchise Agreement. Any agreements entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia , that all amounts due from Tenant thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due from it thereunder) and for termination thereof, at Landlords
option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action or consent under, any Management Agreement or TA Franchise Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord. Tenant shall enforce, or cause to be enforced, all rights of the franchisor under the TA Franchise Agreements.
ARTICLE 6
IMPROVEMENTS, ETC.
6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlords prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officers Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property or with respect to any Capital Addition approved in the applicable Capital Replacements Budget and having an aggregate cost not to exceed $250,000. Prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any such proposed improvement and shall provide to Landlord such plans and specifications, and such permits, licenses, contracts and such other information concerning the same as Landlord may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenants proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed improvement shall be deemed to constitute approval of the same. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such proposed improvement and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenants interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlords sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.
6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.
ARTICLE 7
LIENS
Subject to Article 8 , Tenant shall use its best efforts not, directly or indirectly, to create or allow to remain and shall promptly discharge (or cause to be discharged), at its expense, any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property, or any portion thereof, or Tenants leasehold interest therein or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and other encumbrances which are consented to in writing by Landlord, (c) liens for those taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases permitted by Article 16 , (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 8 , (f) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable or are for sums that are being contested in accordance with Article 8 , (g) any Property Mortgages or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.
ARTICLE 8
PERMITTED CONTESTS
Tenant shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, Claims ) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenants obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any ground lease, mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such ground lease, mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8 ) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any
Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.
ARTICLE 9
INSURANCE AND INDEMNIFICATION
9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Lease Year, and shall submit such proposal to Landlord on or before December 1 st of the preceding Lease Year, for Landlords review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.
9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.
9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holders rating of no less than A in Bests latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Five Hundred Thousand Dollars ($500,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of workers compensation insurance coverage, shall name Landlord and any Property Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and workers compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid and shall deliver (or cause to be delivered) policies or certificates thereof to Landlord prior to their effective date
(and, with respect to any renewal policy, prior to the expiration of the existing policy). All such policies shall provide Landlord (and any Property Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Property Mortgagee at the times required, Landlord shall have the right, upon Notice to Tenant, but not the obligation, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.
9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Property Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure).
9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlords gross negligence or willful misconduct: (a) any accident or injury to, or death of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way during the Term, (b) any past, present or future condition or use, misuse, non-use, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property, Tenants Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties relating to any Property or portion thereof or Tenants Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof, including failure to perform obligations under this Agreement, to which Landlord is made a party during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.3.1 ), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlords prior written consent (which consent may not be unreasonably withheld,
delayed or conditioned). The obligations of Tenant under this Section 9.5 shall survive the termination of this Agreement.
ARTICLE 10
CASUALTY
10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance or insurance proceeds for Tenants Personal Property) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such losses may be adjusted without Landlords consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of Section 10.2.4 . Any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .
10.2 Damage or Destruction
10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Travel Center located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property, Landlord shall be entitled to retain the insurance proceeds payable on account of such damage, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Travel Center, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor, and the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the total amount received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Travel Center located thereon is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Travel Center as provided in Section 10.2.4 .
10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Travel Center exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable in Landlords sole discretion by Notice to Tenant, given within sixty (60) days after Tenants notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.
10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the Work ), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (i) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ii) general contractors estimates, (iii) architects certificates, (iv) conditional lien waivers of general contractors, if available, (v) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (vi) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing the amount thereof with Landlord and (vii) such other certificates as Landlord may, from time to time, reasonably require.
Landlords obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Property Mortgagee to Landlord.
Tenants obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).
10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Travel Center thereon rendered Unsuitable for Its Permitted Use.
10.4 Tenants Personal Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenants Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenants Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenants Personal Property.
10.5 Restoration of Tenants Personal Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenants Personal Property, or (b) replace such alterations and improvements and Tenants Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.
10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.
10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.
ARTICLE 11
CONDEMNATION
11.1 Total Condemnation, Etc. If either (i) the whole of any Property shall be taken by Condemnation or (ii) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 . Upon payment to Landlord of any such Award, the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the amount of such Award received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlords sole election by Notice to Tenant given within sixty (60) days after Tenants Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .
Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) its approval of
plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (b) general contractors estimates, (c) architects certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlords obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Property Mortgage, and the release of such Award by the applicable Property Mortgagee. Tenants obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Property Mortgagee to Landlord.
11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.
11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenants interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. The entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.
11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenants leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenants Personal Property, the taking of Capital Additions paid for by Tenant and Tenants removal and relocation expenses shall be the sole property of and payable to Tenant. In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.
ARTICLE 12
DEFAULTS AND REMEDIES
12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:
(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due and should such failure continue for a period of five (5) Business Days after Notice thereof from Landlord to Tenant; or
(b) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clause (a) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or
(c) should any obligation of Tenant or any Guarantor in respect of any Indebtedness of Ten Million Dollars ($10,000,000) or more for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or
(d) should an event of default occur and be continuing beyond the expiration of any applicable cure period under any Guaranty; or
(e) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or
(f) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenants or any Guarantors debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or
(g) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or
(h) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give Notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or
(i) should there occur any direct or indirect Change in Control of Tenant or any Guarantor, except as otherwise permitted by Article 16 ; or
(j) should there occur any Event of Default (as defined therein) under any Other Lease.
then, and in any such event, Landlord, in addition to all other remedies available to it, may terminate this Agreement with respect to any or all of the Leased Property (except with respect to any Existing Third Party Trade Names and Service Mark Rights to the extent and as more particularly described in Section 2.3) by giving Notice thereof to Tenant and upon the expiration of the time, if any, fixed in such Notice, this Agreement shall terminate with respect to all or the designated portion of the Leased Property and all rights of Tenant under this Agreement with respect thereto shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenants breach of this Agreement.
Upon the termination of this Agreement in connection with any Event of Default, Landlord may, in addition to any other remedies provided herein (including the rights set forth in Section 5.3 ), enter upon the Real Property, or any portion thereof and take possession thereof, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord).
12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent and Additional Charges to be reasonably calculated by Landlord) which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased
Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.
At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages beyond the date of such termination, at Landlords election, Tenant shall pay to Landlord an amount equal to the present value (as reasonably determined by Landlord using a discount rate equal to five percent (5%) per annum) of the excess, if any, of the Rent and other charges which would be payable hereunder from the date of such termination (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Additional Rent and Additional Charges would be the same as payments required for the immediately preceding twelve calendar months, or if less than twelve calendar months have expired since the Commencement Date, the payments required for such lesser period projected to an annual amount) for what would be the then unexpired term of this Agreement if the same remained in effect, over the fair market rental for the same period. Nothing contained in this Agreement shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.
In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may, (a) relet the Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlords option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) may make such reasonable alterations, repairs and decorations in the Leased Property, or any portion thereof, as Landlord, in its sole and absolute discretion, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to relet all or any portion of the Leased Property, or, in the event that the Leased Property is relet, for failure to collect the rent under such reletting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.
Notwithstanding anything to the contrary set forth in this Agreement, if an Event of Default shall be triggered solely with respect to any of Sections 3.1.2(c) , 3.1.2(d) , 5.4 , 9.5(d) , 12.1(c) , 12.1(d) , 12.1(i) , 17.2(a) , 17.2(b) , 21.1 , 21.3 , 21.4 or 21.9 (and not with respect to any other Section of this Agreement), in no event shall the damages recovered by Landlord pursuant
to this Agreement exceed an amount equal to the sum of (i) the present value (as reasonably determined by Landlord using a discount rate equal to ten and six tenths percent (10.6%) per annum) of the Minimum Rent which would be payable hereunder from the date of such termination for what would be the then unexpired Term of this Agreement if the same remained in effect; and (ii) all amounts due and unpaid under this Agreement as of the date of the occurrence of the Event of Default.
12.3 Tenants Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.
12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenants current and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.
12.5 Landlords Right to Cure Tenants Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Real Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlords sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.
ARTICLE 13
HOLDING OVER
Any holding over by Tenant after the expiration or sooner termination of this Agreement shall be treated as a daily tenancy at sufferance at a rate equal to two (2) times the Minimum Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions set forth in this Agreement, to the extent applicable. Nothing contained herein shall constitute the consent, express or implied,
of Landlord to the holding over of Tenant after the expiration or earlier termination of this Agreement.
ARTICLE 14
LANDLORD DEFAULT
If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenants obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a Landlord Default by a second Notice to Landlord and to such Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenants invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.
If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlords Notice of dispute, either may submit the matter for resolution in accordance with Article 22 .
ARTICLE 15
PURCHASE OF TENANTS PERSONAL PROPERTY
Landlord shall have the option to purchase Tenants Personal Property and any other property of any of Tenants subtenants which are Affiliated Persons of Tenant and which is used in connection with the operation of any Travel Center, at the expiration or sooner termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed such as equipment leases, conditional sale contracts and other encumbrances securing such liabilities to which such Personal Property or property of such subtenant is subject. In addition, upon the expiration or sooner termination of this Agreement, Landlord shall have the right (i) to require Tenant or any Affiliated Person of Tenant to grant a perpetual license to Landlord or its nominee all software programs and similar intellectual property owned or licensed by Tenant or any such Affiliated Person used at the Travel Centers for an amount equal to the then fair market value thereof
(current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed, and (ii) to offer employment to any and all employees of Tenant and any Affiliated Person of Tenant employed at the Travel Centers. Tenant shall cause each Affiliated Person of Tenant to enter into any license and sub-license necessary to effectuate the foregoing and shall not interfere with, and shall cause each such Affiliated Person to cooperate with Landlord and its nominees, and not to interfere with, the exercise of such right.
ARTICLE 16
SUBLETTING AND ASSIGNMENT
16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlords prior written consent (which consent may be given or withheld in Landlords sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.
For purposes of this Section 16.1 , an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant.
If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1 , the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.
Any assignment or transfer of Tenants interest under this Agreement shall be subject to such assignees or transferees delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder.
No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1 .
No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenants interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlords option.
16.2 Required Sublease Provisions . Except for subleases which are terminable at will by Tenant on not more than sixty (60) days prior notice, any sublease of all or any portion of the Leased Property entered into on or after the Commencement Date shall provide (a) that the subtenant shall, at Landlords or Tenants request pursuant to Tenants obligations or Landlords rights under Section 5.3 or Article 15 , transfer as so requested any of its Operating Rights and/or other property relating to such Leased Property (and shall be deemed to have granted Landlord the power of attorney with respect to its Operating Rights and other property as Tenant has granted pursuant to the second sentence of the second paragraph of Section 5.3 ); (b) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (c) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlords option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Property Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) months rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (d) in the event that such subtenant receives a written Notice from Landlord or any Property Mortgagee stating that this Agreement has terminated, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. Such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (a) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (b) in case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.
The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .
16.3 Permitted Sublease . Subject to the provisions of Section 16.2 and Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance without consent, (a) enter into third party agreements or sublease space at any Property for fuel station, restaurant/food service or mechanical repair purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Property Mortgagee may reasonably require, and (b) enter into one or more subleases or licenses with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof (including but without limitation with respect to any trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, constituting part of the Transferred Trademarks), provided such subleases or licenses or sublicenses do not grant any rights beyond the Term. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases, licenses or sublicenses with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (b), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenants (nor any Guarantors) liability for the Rent and other obligations of Tenant under this Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Hospitality Properties Trust is required to file any tax returns in any State where such affected Leased Property is located.
16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet or sublicense the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee or sublicensee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee or sublicensee, any other formula such that any portion of such sublease rental or sublicense would fail to qualify as rents from real property within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord or any Affiliated Person for treatment as a real estate investment trust under the Code.
ARTICLE 17
ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS
17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officers Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the
Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.
17.2 Financial Statements . Tenant shall furnish or cause TCA to furnish, as applicable, the following statements to Landlord:
(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by the Financial Officers Certificate;
(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officers Certificate;
(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of Capital Expenditures prepared on a Property by Property basis and a combined basis, accompanied by a Financial Officers Certificate;
(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith;
(e) promptly after receipt or sending thereof, copies of all notices alleging a material default given or received by Tenant under any Management Agreement or TA Franchise Agreement; and
(f) promptly upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant, any Guarantor, and/or any Affiliated Person of Tenant as Landlord reasonably may request from time to time.
Landlord may at any time, and from time to time, provide any Property Mortgagee with copies of any of the foregoing statements, subject to Landlord obtaining the agreement of such Property Mortgagee to maintain such statements and the information therein as confidential.
ARTICLE 18
LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT
18.1 Inspection . Tenant shall permit Landlord and its authorized representatives to inspect the Leased Property, or any portion thereof, during usual business hours upon not less than forty-eight (48) hours notice and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Agreement, provided that any inspection or repair by Landlord or its representatives will not unreasonably interfere with Tenants use and operation of the Leased Property and further provided that in the event of an emergency, as determined by Landlord in its reasonable discretion, prior Notice shall not be necessary.
18.2 Quality Control . Landlord shall have the right to exercise quality control over the use made by Tenant (and any and all Affiliated Persons and permitted sublicensees) of the Transferred Trademarks to a degree reasonably necessary to maintain the validity and enforceability of the Transferred Trademarks and to protect the goodwill associated therewith. Tenant (and any and all Affiliated Persons and permitted sublicensees) shall not combine the Transferred Trademarks with any other trademarks, service marks, trade names, logos, domain names or other brand-source indicia unless it obtains Landlords prior written consent.
18.3 Transferred Trademarks, Registration and Maintenance . Tenant shall be responsible for trademark registration and maintenance on behalf of Landlord.
18.4 Enforcement . In the event that Tenant (or any Affiliated Person or sublicensee) learns of any infringement or unauthorized use of any of the Transferred Trademarks, it shall promptly notify Landlord. If requested to do so, Tenant (and any and all Affiliated Persons and sublicensees) shall cooperate with and assist Landlord in any action that Landlord may commence to protect its right, title and interest in the Transferred Trademarks, including joining the action as a party if necessary.
ARTICLE 19
EASEMENTS
19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:
(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);
(b) Landlord receives an Officers Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment
does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and
(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the requirements of such Managers Management Agreement or that such consent is not required.
19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.
19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.
ARTICLE 20
PROPERTY MORTGAGES
20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ( Encumbrance ) upon the Leased Property, or any portion thereof, or interest therein, whether to secure any borrowing or other means of financing or refinancing.
20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Lease and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called Superior Landlord and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Mortgage and the holder, trustee or beneficiary of a Superior Mortgage is herein called Superior Mortgagee . Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 .
If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, Successor Landlord ), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlords request, Tenant shall attorn to and recognize the Successor Landlord as Tenants landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlords interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlords obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenants agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b) , and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.
20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Property Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with
respect to a Property Mortgagee or Superior Landlord unless and until a copy of the same is given to such Property Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlords defaults within the applicable notice and cure periods set forth in Article 14 by such Property Mortgagee or Superior Landlord shall be treated as performance by Landlord.
ARTICLE 21
ADDITIONAL COVENANTS OF LANDLORD AND TENANT
21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenants Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenants Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.
21.2 Conduct of Business . Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto) and shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its legal existence and its rights and licenses necessary to conduct such business.
21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.
21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to
Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.
21.5 Indebtedness of Tenant . Tenant shall not create, incur, assume or guarantee, or permit to exist, or become or remain liable directly or indirectly upon, any Indebtedness except the following:
(a) Indebtedness of Tenant to Landlord;
(b) Indebtedness of Tenant for Impositions, to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Article 8 ;
(c) Indebtedness of Tenant in respect of judgments or awards (i) which have been in force for less than the applicable appeal period and in respect of which execution thereof shall have been stayed pending such appeal or review, or (ii) which are fully covered by insurance payable to Tenant, or (iii) which are for an amount not in excess of $250,000 in the aggregate at any one time outstanding and (x) which have been in force for not longer than the applicable appeal period, so long as execution is not levied thereunder or (y) in respect of which an appeal or proceedings for review shall at the time be prosecuted in good faith in accordance with the provisions of Article 8 , and in respect of which execution thereof shall have been stayed pending such appeal or review;
(d) unsecured borrowings of Tenant from its Affiliated Persons which are by their terms expressly subordinate pursuant to a Subordination Agreement to the payment and performance of Tenants obligations under this Agreement; or
(e) Indebtedness for purchase money financing in accordance with Section 21.8(a) and other operating liabilities incurred in the ordinary course of Tenants business;
(f) Indebtedness of Tenant as guarantor or borrower secured by Liens permitted under Section 21.8(c) ; or
(g) A guaranty of TCAs obligations under its revolving line of credit and for any privately placed or publicly issued debt.
21.6 Distributions, Payments to Affiliated Persons, Etc. Tenant shall not declare, order, pay or make, directly or indirectly, any Distributions or any payment to any Affiliated Person of Tenant (including payments in the ordinary course of business) or set apart any sum or property therefor, or agree to do so, if, at the time of such proposed action, or immediately after giving effect thereto, any Event of Default shall have occurred and be continuing. Otherwise, as long as no Event of Default shall have occurred and be continuing, Tenant may make
Distributions and payments to Affiliated Persons; provided , however , that any such payments shall at all times be subordinate to Tenants obligations under this Agreement.
21.7 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.
21.8 Liens and Encumbrances . Except as permitted by Article 7 and Section 21.5 , Tenant shall not create or incur or suffer to be created or incurred or to exist any Lien on this Agreement or any of Tenants assets, properties, rights or income, or any of its interest therein, now or at any time hereafter owned, other than:
(a) Security interests securing the purchase price of equipment or personal property whether acquired before or after the Commencement Date; provided , however , that (i) such Lien shall at all times be confined solely to the asset in question and (ii) the aggregate principal amount of Indebtedness secured by any such Lien shall not exceed the cost of acquisition or construction of the property subject thereto;
(b) Permitted Encumbrances;
(c) Security interests in Accounts or Chattel Paper, in Support Obligations, General Intangibles or Deposit Accounts relating to such Accounts or Chattel Paper, in any Instruments or Investment Property evidencing or arising from such Accounts or Chattel Paper, in any documents, books, records or other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to any property described in this Section 21.8(c) or in any Proceeds of any of the foregoing (capitalized terms used in this Section 21.8(c) without definition being used as defined in or for purposes of Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts); or
(d) As permitted pursuant to Section 21.5 .
21.9 Merger; Sale of Assets; Etc. Without Landlords prior written consent (which consent may be given or withheld in Landlords sole discretion), Tenant shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, all or any material portion of its assets (including capital stock or other equity interests) or business to any Person, (ii) merge into or with or consolidate with any other Entity, or (iii) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, any personal property or fixtures or any real property; provided , however , that, notwithstanding the provisions of clause (iii) preceding, Tenant may dispose of equipment or fixtures which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility (but not necessarily having the same function) have been provided.
21.10 Bankruptcy Remote Entities . At Landlords request, Tenant shall make such amendments, modifications or other changes to its charter documents and governing bodies
(including, without limitation, Tenants board of directors), and take such other actions, as may from time to time be necessary to qualify Tenant as a bankruptcy remote entity, provided that Landlord shall reimburse Tenant for all costs and expenses reasonably incurred by Tenant in connection with the making of such amendments or modifications.
21.11 Trade Area Restriction . Notwithstanding anything to the contrary in this Agreement, except for Travel Centers owned by Landlord or any Affiliated Person of Landlord, neither Tenant nor any Affiliated Person of Tenant shall acquire, own, franchise, finance, lease, manage, operate or open any Travel Center or similar business (it being agreed by Landlord and Tenant that convenience stores which provide services primarily to non-professional drivers shall not be a similar business) within seventy-five (75) miles in either direction along the primary interstate on which any Property is located without Landlords consent, which consent may be given or withheld in Landlords sole discretion. Notwithstanding the foregoing, Landlord confirms that, subject to the other terms and conditions of this Agreement, Tenant or any Affiliated Person of Tenant may acquire, own, franchise, finance, lease, manage, operate or open the Travel Centers identified on Exhibit D attached hereto.
ARTICLE 22
ARBITRATION
Any disputes, claims or controversies arising out of or relating to this Agreement, (i) between the parties or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party (which, for purposes of this Article 22 , shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any member, trustee, officer, manager (including Reit Management & Research LLC ( RMR ) or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration provision, or the declarations of trust, limited liability company agreements or bylaws of any party hereto (all of which are referred to as Disputes ), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the Rules ) of the American Arbitration Association ( AAA ) then in effect, except as those Rules may be modified in this Article 22 . For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Article 22 , the term party shall include any direct or indirect parent of a party.
There shall be three arbitrators. If there are only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration. Such arbitrators may be affiliated or interested persons of such parties. If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second
arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA. The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen days of the appointment of the second arbitrator. If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.
The place of arbitration shall be at the office of the AAA in Boston, Massachusetts unless otherwise agreed by the parties and all parties waive all questions of personal jurisdiction and venue for the purpose of carrying out this paragraph.
There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.
In rendering an award or decision (the Arbitration Award ), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.
Except to the extent as otherwise agreed by the parties after the date of this Agreement, each party involved in a Dispute shall bear its own costs and expenses (including attorneys fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys fees) or, in a derivative case or class action, award any portion of a partys award to the claimant or the claimants attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.
An Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except
for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Each party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.
This Article 22 is intended to benefit and be enforceable by the shareholders, members, direct and indirect parents, trustees, directors, officers, managers (including RMR or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.
ARTICLE 23
MISCELLANEOUS
23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under applicable law, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.
23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.
23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and
remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.
23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.
23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.
23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, this Agreement or the leasehold estate created hereby and the fee estate or ground landlords interest in the Leased Property.
23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.
23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Real Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenants ability to operate any Travel Center and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.
23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.
23.10 Notices .
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to Landlord:
c/o Hospitality Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Attn: Mr. John G. Murray
Telecopier No. (617) 969-5730
if to Tenant:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: Mr. Thomas M. OBrien
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential
damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement. Tenant hereby acknowledges that the agreement between Landlord and Tenant to treat this Agreement as a single lease in all respects was and is of primary importance, and a material inducement, to Landlord to enter into this Agreement. Without limiting the generality of the foregoing, the parties hereto acknowledge that this Agreement constitutes a single lease of the Leased Property and is not divisible notwithstanding any references herein to any individual Property and notwithstanding the possibility that certain individual Properties may be deleted herefrom pursuant to the express provisions of this Agreement.
23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.
23.13 Applicable Law, Etc. Except as to matters regarding the internal affairs of Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of Landlord for obligations of Landlord, as to which the laws of the State of Maryland shall govern, this Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a
party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.
23.15 Attorneys Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing partys costs and expenses, including reasonable attorneys fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.
23.16 Nonliability of Trustees . THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION ), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME OF SUCH ENTITY REFERS TO THE TRUSTEES UNDER SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY. ALL PERSONS DEALING WITH SUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
23.17 Original Lease . The Original Lease shall continue to govern the rights and obligations of the parties with respect to periods prior to the Commencement Date.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.
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LANDLORD: |
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HPT TA PROPERTIES TRUST |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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HPT TA PROPERTIES LLC |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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TENANT: |
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TA OPERATING LLC |
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/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President |
[Signature Page to Amended Restated Lease No. 2]
EXHIBITS A-1 through A-36
Land
Exhibit |
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TA Site No. |
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Property Address |
A-1 |
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54 |
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9201 Grand Bay Wilmer Rd, Grand Bay (Mobile), AL 36541. |
A-2 |
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7 |
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2949 S. Toltec Road, Eloy, AZ 85213. |
A-3 |
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94 |
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946 West Beale Street, Kingman, AZ, 86401. |
A-4 |
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33 |
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408 Highway 149 North, Earle (West Memphis), AR 72331. |
A-5 |
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227 |
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2930 Lenwood Rd., Barstow, CA 92311. |
A-6 |
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57 |
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19483 Knighton Rd., Redding, CA 96002. |
A-7 |
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248 |
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1650 C.R. 210 West, Jacksonville (Jacksonville South), FL 32259. |
A-8 |
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158 |
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11706 Tamp Gateway Blvd., Seffner (Tampa), FL 33584. |
A-9 |
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156 |
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30732 Highway 441 South, Commerce, GA 30529. |
A-10 |
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249 |
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6901 Bellville Road, Lake Park, GA 31636. |
A-11 |
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167 |
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4115 Broadway, Boise, ID 83705. |
A-12 |
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30 |
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16650 Russell Rd., Russell (Chicago North), IL 60075. |
A-13 |
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199 |
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819 Edwardsville Road, Troy, IL 62294. |
A-14 |
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65 |
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2636 E. Tipton Street, Seymour, IN 47274. |
A-15 |
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66 |
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3210 South 7th Street, Council Bluffs, IA 51501. |
A-16 |
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237 |
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8560 Greenwood Rd., Greenwood, LA 71033. |
A-17 |
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69 |
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1255 N. Dixie Hwy, Monroe, MI 48162. |
A-18 |
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190 |
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13400 Rogers Drive, Rogers, MN 55374. |
A-19 |
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52 |
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100 North Broadway, Oak Grove, MO 64075. |
A-20 |
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90 |
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103 Prospectors Drive , Ogallala, NE 69153. |
A-21 |
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108 |
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8050 Dean Martin Drive, Las Vegas, NV 89139. |
A-22 |
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48 |
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975 St. Rt. 173, Bloomsbury, NJ 08804. |
A-23 |
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23 |
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HC 69 - Box 120, Santa Rosa, NM 88435. |
A-24 |
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209 |
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40 Riverside Drive, Fultonville, NY 12072. |
A-25 |
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2 |
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1101 NC Highway 61, Whitsett (Greensboro), NC 27377. |
A-26 |
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39 |
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10679 Lancaster Rd., Hebron, OH 43025. |
A-27 |
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29 |
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5551 St. Rt. 193, Kingsville, OH 44048. |
A-28 |
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59 |
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501 South Morgan Road, Oklahoma City (West), OK 73128. |
A-29 |
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56 |
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21856 Bents Road, NE, Aurora (Portland), OR 97002. |
A-30 |
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215 |
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4050 Depot Road, Erie (Harborcreek), PA 16510. |
A-31 |
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12 |
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7848 Linglestown Road, Harrisburg, PA 17112. |
A-32 |
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13 |
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608 Lovell Road, Knoxville, TN 37932. |
A-33 |
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17 |
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6800 Thompson Road, Baytown, TX 77522. |
A-34 |
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230 |
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704 West Interstate 20, Big Spring, TX 79720. |
A-35 |
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147 |
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6170 I-10 East , San Antonio, TX 78219. |
A-36 |
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1 |
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100 N. Carter Road, Ashland (Richmond), VA 23005. |
[See attached copies.]
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EXHIBIT A-1 TA Mobile f-10,Exit4 9201 Grand Bay (P.O. Box 419) Mobile, AL Commencing at the Northwest corner of Section 25, Township 6 South, Range 4 West,Mobile County, Alabama; thence run North 89 degrees 42 minutes 15 seconds East, 2,639.54 feet to a point; thence run South 00 degrees 31 minutes 00 seconds East 600 feet to a point;thence run North 89 degrees 42 minutes 15 seconds East, 71.53 feet to a point on the East side of the Grand Bay-Wilmer Road, and the Point of Beginning of the properly herein described;thence continue North 89 degrees 42 minutes 15 seconds East 588.12 feet to a point; thence run South 00 degrees 31 minutes East, 60.12 feet to a point; thence run North 89 degrees 43 minutes 05 seconds East 329.89 feet to a point; thence run South 00 degrees 28 minutes 23 seconds East, 688.46 feet to a point on the North side of Interstate 10;thence run South 77 degrees 10 minutes 26 seconds West,along the North side of said Interstate 10, 13.97 feet to a point of curve; thence run In a Southwestwardly direction along the North side of Interstate 10, and along the curve which has a Delta angle to the right of 18 degrees 22 minutes 13 seconds and a radius of 1,811.97 feet a distance of 580.95 feet measured along the arc of said curve to a point; thence run North 79 degrees 24 minutes 32 seconds West along the North side of Interstate 10,163.21 feet to a point; thence run North 38 degrees 20 minutes 43 seconds West along the East side of the Grand Bay Wilmer Road 258.35 feet to a point, said point being on a curve which has a Delta angle to the left of degrees 19 minutes 11 seconds,and a radius of 1,990.09 feel; thence run in a Northeastwardly direction along the East side of the Grand Bay-Wilmer Road, and along the curve a distance of 288.97 feet measured along the arc of said curve to a point;thence run North 32 degrees 14 minutes 15 seconds West along the East side of the Grand Bay-Wilmer Road 35.52 feet to a point; thence run North 00 degrees 37 minutes 15 seconds East along the East side of the Grand Bay Wilmer Road 73.54 feet to a point;thence run North 00 degrees 49 minutes 45 seconds West along the East side of the Grand Bay-Wilmer Road 140 feelto a point; thence run North 45 degrees 54 minutes 55 seconds West along the East side of the Grand Bay-Wilmer Road 36.80 feet to the Point of Beginning. |
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EXHIBIT A-2 TA Eloy 2949 S. Toltec Road !Joy. AZ PARCEL NO.1: TI-IAT PART OF SECTION 34,TOWNSHIP 7 SOUTH,RANGE 7 EAST OF lliE GILA AND SALT RIVER BASE AND MERIDIAN,PINAL COUNTY, ARIZONA,LYING SOUTH OF 1-10 AND EAST OF TOLTEC ROAD,MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENONG ATlliE NORlliWEST CORNER OF SAID SECTION 34; THENCE SOlfTH 00 DEGREES 56 MINUTES 00 SECONDS WEST ALONG THE WEST UNE OF lliE . NORTIIWEST QUARTER OF SAID SEcriON 34, A DISTANCE OF 1403.52 FEET; TI-IENCE SOUlli 89 DEGREES 04 MINUTES 00 SECONDS EAST PERPENDICULAR TO SAID WEST LINE A DISTANCE OF 100.00 FEET TO A POINT ON THE EAST LINE OF lliE WEST 100 FEET OF SAID NORlliWEST QUARTER,SAID POINT ALSO BEING THE BEGINNING OF A CURVE TilE RADIUS OF WHICH BEARS SOUTII 89 DEGREES 04 MINUTES 00 SECONDS EAST,A DISTANCE OF 20.00 FEET THEREFROM, SAID POINT ALSO BEING TilE TRUE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG lliE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 31.42 FEET TO A POINT OF TANGENCY; THENCE SOlfTH 89 DEGREES 04 MINUTES 00 SECONDS EAST A DISTANCE OF 130.51 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 150.00 FEET; Tl-IENCE NORTriEASTERLY ALONG THE ARC OF SAID CURVE lliROUGH A CENTRAL ANGLE OF 55 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 143.99 FEET TO A POINT OF TANGENCY; THENCE NORTH 35 DEGREES 56 MINUTES 00 SECONDS EAST A DISTANCE OF 334.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 175.00 FEET; THENCE NORTHEASTERLY ALONG lliE ARC OF SAID OJRVE TIIROUGH A CENTRAL ANGLE OF 49 DEGREES 56 MINUTES 23 SECONDS, A DISTANCE OF 152.53 FEET TO TliE BEGINNING OF A COMPOUND CURVE CONCAVE SOlllliWESTERLY AND HAVING A RADIUS OF 325.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE Tl-IROUGH A CENTRAL ANGLE OF 40 DEGREES 26 MINUTES 48 SECONDS A DISTANCE OF 229.43 FEET TO A POINT OF TANGENCY; THENCE SOUTH 53 DEGREES 40 MfNUTES 49 SECONDS EAST A DISTANCE OF 390.94 FEET; THENCE SOUTH 00 DEGREES 56 MINUTES 00 SECONDS WEST, A DISTANCE OF 671.39 FEET; THENCE NORTI-f 89 DEGREES 04 MfNUTES 00 SECONDS WEST, A DISTANCE OF 1163.50 FEET TO A POINT ON THE EAST UNE OF TI-lE WEST 65.00 FEET OF SAID NORTHWEST QUARTER; THENCE NORTH 00 DEGREES 56 MINUTES 00 SECONDS EAST ALONG THE LAST DESCRIBED EAST LINE, A DISTANCE OF 120.00 FEET; THENCE SOUTH 69 DEGREES 04 MINUTES 00 SECONDS EAST, A DISTANCE OF 35.00 FEET TO A POINT ON TliE AFOREMENTIONED EAST UNE OF THE WEST 100.00 FEET OF SAID NORTiiWEST QUARTER; THENCE NORTH 00 DEGREES 56 MINUTES 00 SECONDS EAST ALONG SAID EAST UNE, A DISTANCE OF I of2 |
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'105.00 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT ONE-HALF OF ALL MINERALS FOUND UPON OR IN SAID PROPERTY,AS RESERVED BY GLADYS JOHNSTON MARKLEY,IN INSTRUMENT RECORDED NOVEMBER 26, 1958, IN DOCKET 217,PAGE 327. PARCEL NO. 2: THAT PART OF SECTION 34, TOWNSHIP 7 SOUTH, RANGE 7 EAST OF TliE GILA AND SALT RIVER BASE AND MERIDIAN,PINAL COUNTY,ARIZONA, LYING SOUTH OF 1-10 AND EAST OF TOLTEC ROAD, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SEcnON 34; lliENCE SOUTH 00 DEGREES 56 MINUTES 00 SECONDS WEST ALONG lliE WEST UNE OF THE NORTHWEST QUARTER OF SAID SECTION 34, A DISTANCE OF 1007.23 FEET; THENCE SOUTH 89 DEGREES 04 MINIJTES 00 SECONDS EAST PERPENDICULAR TO SAID WEST LINE A DISTANCE OF 100.00 FEET TO A POINT ON ll-IE EAST UNE OF THE WEST 100.00 FEET OF SAID NORTliWEST QUARTER,SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89 DEGREES 04 MINUTES 00 SECONDS EAST,A DISTANCE OF 418.90 FEET TO A POINT ON A CURVE,11-IE RADIUS OF WHICH BEARS SOUTI-1 52 DEGREES 47 MINUTES 14 SECONDS EAST, A DISTANCE OF 235.00 FEET 11-IEREFROM; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01 DEGREES 16 MINUTES 46 SECONDS A DISTANCE OF 5.25 FEET TO A POINT OF TANGENCY; THENCE SOUTH 15 DEGREES 56 MINIJTES 00 SECONDS WEST, A DISTANCE OF 254.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTiiWESTERLY AND HAVING A RADIUS OF 150.00 FEET; lliENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 55 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 143.99 FEET TO A POINT OF TANGENCY; TI-lENCE NORTH 89 DEGREES 04 MINUTES 00 SECONDS WEST, A DISTANCE OF 127.28 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTliEASTERLY AND HAVING A RADIUS OF 20.00 FEET; TI-lENCE NORTI-lWESTERLY ALONG TliE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 31.42 FEET TO A POINT OF TANGENCY,SAID POINT ALSO LYING ON SAID EAST UNE OF THE WEST 100.00 FEET OF SAID NORlliWEST QUARTER; TI-lENCE NORTI-f 00 DEGREES 56 MINUTES 00 SECONDS EAST ALONG SAID EAST UNE A DISTANCE OF 256.29 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT ONE-HALF OF AU MINERALS FOUND UPON OR IN SAID PROPERTY,AS RESERVED BY GLADYS JOHNSTON MARKLEY IN INSTRUMENT RECORDED NOVEMBER 26,1958 IN DOCKET 217,PAGE 327. 2of2 |
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EXHIBIT A-3 TA Kingman <J-to W esl Beak Street Kingman. J\Z PARCEL NO. 1: A PORTION OF THE SOUTifWEST QUARTER (SWl/4) OF SECTION 23, TOWNSHIP 21NORTH,RANGE 17 WEST OF THE GilA AND SALT RIVER BASE AND MERIDiAN, MOHAVE COUNTY, ARIZONA, BEING MORE PARTICUlARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTI-IERLY MOST CORNER OF PARCEL "A" AS DEliNEATED ON lliE PLAT OF RECORD ENTITlED: DEPENDENT RESURVEY & RETRACEMEIIIT OF A PORTION OF THE SOlffHWEST QUARTER (SW 1/4) OF SECTlDN 23,TOWNSHIP 21NORTH,RANGE 17 WESTOFlliE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA, RECORDED NOVEMBER 19, 1981,AS RECEPTION NO. 81-41705 IN THE OFFICE OF THE RECORDER, MOHAVE COUNTY,ARIZONA, BEING A 5/8" REBAR W/TAG RLS 8904; TIIENCE NORTH 37 DEGREES 57 MINUTES 30 SECONDS EAST, 137.62 FEET TO THE SOUTHWESTERLY RIGHT-OF-WAY UNE FOR U.S. HIGHWAY 93 BEING A POINT IN A NON-TANGENT QJRVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 1959.B6 FEET; THENCE FROM A LOCAL TANGENT BEARING OF NORTII 55 DEGREES 06 MINUTES 12 SECONDS WEST NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND ALONG SAlD SOUTHWESTERLY RIGHT-OF WAY LINE THROUGH A CENTRAL ANGLE OF 04 DEGREES 03 MINUTES 01 SECONDS, 138.54 FEET TO A 5/8" REBAR W/CAP AT WHICH POINT THE LOCAL TANGENT BEARS NORTH 51 DEGREES 03 MINUTES 11 SECONDS WEST; THENCE SOlJTli 17 DEGREES 17 MINUTES 45 SECONDS WEST, 18.0 FEET; THENCE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST, 10.0 FEET; lliENCE SOUTH 25 DEGREES 31 MINUTES 29 SECONDS WEST,65.44 FEET; THENCE SOUTH 17 DEGREES 17 MINUTES 45 SECONDS WEST, 79.48 FEET TO A 5/8" REBAR W/CAP BEING A POINT IN THE CENTER UNE OF BEACON STREET AS DEUNEATED ON TilE PLAT OF RECORD FOR BOULDER DAM HIGHWAY ADDmON UNIT 1, AMENDED,RECORDED MAY 23, 1929, RECORDS OF MOHAVE COUNTY, ARIZONA; THENCE ALONG SAID CENTER UNE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST, 80.00 FEFf TO A 5/8" REBAR W/CAP; THENCE NORTH 37 DEGREES 57 MINUTES 30 SECONDS EAST, 20.00 FEET TO A POINT OF BEGINNING; (THE ABOVE DESCRIBED PARCEL INCLUDES ALL OR PORTIONS OF LOTS 7, 8, 9, 10, 11, 12, 56, 57, 58, 59, 60 AND 61SAID BOULDER DAM HIGHWAY ADDffiON) EXCEPT ALL OIL,PETROLEUM, NATURAL GAS, MINERAL RIGHTS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 VERTICAL FEET FROM THE SURFACE OF SAID LAND, FOR TI-lE PURPOSE OF EXPLORING FOR, EXTRACTING,MINING, BORING, REMOVING, OR MARKETING SAID SUBSTANCES, HOWEVER, WITHOUT ANY RIGHT OF ANY ENTRY UPON THE SURFACE OF SAID LAND AS SET FORTI-liN DEED RECORDED IN BOOK 512 OF OFFICiAL RECORDS,PAGE 58, RECORDS OF MOHAVE COUNTY, ARIZONA. AND A PORTION OF THE SOUTI-IWEST QUARTER (SW1/4) OF SECllON 23, TOWNSHIP 21 NORTH, RANGE 17 I of6 |
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WEST OF TI-lE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA,BEING A PORTION OF PARCEL "B", AS DEUNEATED ON lliE PLAT OF RECORD ENTITLED: DEPENDENT RESURVEY & RETRACEMENT OF A PORTION OF THE SOUTHWEST QUARTER (SWl/4) OF SECTION 23, TOWNSHIP 21 NORlli,RANGE 17 WEST OF lliE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNlY,ARIZONA,RECORDED NOVEMBER 19,1981,AS RECEPTION NO. 81-41705IN THE OFACE OF THE RECORDER,MOHAVE COUNTY,ARIZONA, BEING MORE PARTTQJLARLY DESCRIBED AS FOLLOWS: COMMENONG AT THE WEST QUARTER CORNER OF SAID SECTION 23, A BRASS DISC IN HANDHOL.f STAMPED "CK 151" HAVING ARIZONA WEST ZONE, TRANSVERSE MERCATOR COORDINATE VALUES OF X :o:: 405701.03; Y = 152550.64; THENCE ALONG THE EAST-WEST CENTER SECTION UNE OF SAID SECTION 23,NORTH 89 DEGREES 14 MINUTES 30 SECONDS WEST (BASIS OF BEARINGS: GRID NORTH SAID WEST ZONE), 1473.93 FEET (LENGTHS ARE GROUND VALUES MULTIPLY BY 0.9997786 TO OBTAIN GRID VALUES) (SOIJTli 89 DEGREES 09 MINUTES WEST,147'l FEET OR 1'l74.6 FEET-RECORD) TO A RAILROAD SPIKE BEING A POINT IN THE EAST RIGHT-OF-WAY UNE FOR "F" STREET AS DEUNEATED ON THE PlAT OF WEST KINGMAN ADOffiON,UNIT 2, RECORDED JUNE 13,1930; THENCE ALONG SAID EAST RIGHT-OF-WAY UNE SOUTH 01DEGREES 09 MINUTES 25 SECONDS WEST, 201.26 FEET (SOUTH-RECORD) TO A 5/8" REBAR W-YELLOW CAP BEING THE SOUTHWEST CORNER OF THE PARCEL DCSCRIBED IN BOOK 149 OF.DEEDS, PAGE 261 AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID EAST RIGHT-QF-WAY UNE FOR "F" STREET SOUTH 01DEGREES 09 MINUTES 25 SECONDS WEST, 1066.59 FEET (SOUTH - RECORD) TO A 5/8" REBAR W/YELLOW CAP; THENCE SOlJTH 88 DEGREES 22 MINUTES 44 SECONDS EAST,731.06 FEET TO A 5/8" REBAR W/YELLOW CAP BEING A POINT IN THE WEST UNE OF BLOCK 7, HOLLYWOOD ADDffiON,UNIT 1, RECORDED MARCH 25, 1929; THENCE ALONG SAID WEST UNE NORTH 01 DEGREES 22 MINUTES 18 SECONDS EAST,429.89 FEET (NORTH - RECORD) TO A 5/8" REBAR W/YELLOW CAP BEING A POINT IN THE SOUTH RIGHT-OF-WAY UNE FOR BEACON STREET AS DEUNEATED ON THE PLAT FOR BOULDER DAM HIGHWAY ADDillON, UNIT 1 AMENDED,RECORDED MAY 23, 1929; THENCE ALONG SAID SOIJTli RIGHT-OF-WAY LINE NORTH 52 DEGREES 02 MINUTES 30 SECONDS WEST, 727.07 FEET (NORTH 52 DEGREES 18 MINUTES WEST-RECORD) TO A 5/8" REBAR W/YELLOW CAP BEING A POINT IN THE EAST UNE OF THE PARCEL DESCRIBED IN BOOK 280 OF DEEDS,PAGE 10; TI-fENCE ALONG SAID EAST UNE NORTH 01DEGREES 37 MINUTES 16 SECONDS EAST, 49.66 FEET (NORTH - RECORD) TO A 5/fr REBAR W/YELLOW CAP BEING THE SOUTHEAST CORNER OF THE PARCEL DESCRIBED IN BOOK 149 OF DEEDS, PAGE 261; THENCE ALONG THE SOUTH UNE Of THE PARCEL LAST MENTIONED NORTH 42 DEGREES 37 MINUTES 30 SECONDS WEST, 218.04 FEET (200.65 FEET-RECORD) TO THE POINT OF BEGINNING. EXCEPT TI-IAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT lliE SOuntWEST CORNER OF PARCEL "A" AS DEUNEATED ON THE PLAT OF RECORD ENTm.ED: DEPENDENT RESURVEY & RETRACEMENT OF A PORTION OF THE SOUTHWEST QUARTER (SWl/4) OF SECTION 23,TOWNSHIP 21NORTli,RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY,ARIZONA,RECORDED NOVEMBER 19,1981,AT RECEPTION NO. 81-41705 IN THE OFACE OF THE RECORDER, MOHAVE COUNTY, ARIZONA, BEING A 5/8" REBAR W/CAP; THENCE ALONG THE EAST UNE OF THE PARCEL DESCRIBED IN BOOK 1'l9 OF DEEDS,PAGE 261, NORTH 01 DEGREES 37 MINUTES 16 SECONDS EAST, 178.06 FEET (NORTH 185.42 FEET-RECORD) TO A RAILROAD SPIKE BEING A POINT IN THE SOUTliWESTERLY R£GHT-OF·WAY UNE FOR U.S. HIGHWAY 93 AND A POINT IN A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 2 of6 |
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1959.86 FEET; THENCE FROM A LOCAL TANGENT BEARING OF SOUTH 46 DEGREES 40 MINUTES 04 SECONDS EAST, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE AND ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY UNE THROUGH A CENTRAL ANGLE OF 04 DEGREES 23 MINUTES 07 SECONDS,150.00 FEET TO A 5/8" REBAR W/CAP AT WHICH POINT THE LOCAL TANGENT BEARS SOUTH 51 DEGREES 03 MINUTI:S 11 SECONDS EAST; THENCE SOUTH 17 DEGREES 17 MIN!JlB 45 SECONDS WEST,18.0 FEET; TiiENCE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST, 10.0 FEET; TIIENCE SOUTH 25 DEGREES 31 MINUTES 29 SECONDS WEST,65.44 FEET; TIIENCE SOUTH 17 DEGREES 17 MINUTES 45 SECONDS WEST, 79.48 FEET TO A 5/6" REBAR W/CAP BEING A POINT IN THE CENlER UNE OF BEACON STREET AS DEUNEATED ON THE PLAT OF RECORD FOR BOULDER DAM HIGHWAY ADDITION UNIT 1, AMENDED, RECORDED MAY 23, 1929,RECORDS OF MOHAVE COUNTY, ARIZONA; THENCE SOUTH 37 DEGREES 57 MINUTES 30 SECONDS WEST, 20.00 FEET TO A 5/6" REBAR W/CAP BEING A POINT IN THE SOlrrHWESTERLY RIGHT-OF-WAY UNE OF BEACON STREET; TiiENCE SOUTH 35 DEGREES 37 MIN!JlB 35 SECONDS WEST, 192.87 FEET TO A P-K FASTENER W/TAG; TIIENCE NORTH 88 DEGREES 50 MINUTES 35 SECONDS WEST,100.00 FEET TO A 5/8" REBAR W/CAP BEING A POINT IN THE EAST RIGHT-OF-WAY UNE FOR "P' STREET AS DEUNEATED ON THE PLAT OF RECORD FOR WEST KINGMAN ADDITION,UNIT 2,RECORDED JUNE 13,1930,RECORDS OF MOHAVE COUNTY, ARIZONA; TliENCE ALONG SAID EAST RIGHT-OF-WAY UNE NORTH 01DEGREES 09 MINUTES 25 SECONDS EAST, 410.00 FEET TO A 5/8" REBAR W/CAP IN CONCRETE BEING THE SOUTHWEST CORNER OF THE PARCEL DESCRIBED IN BOOK 149 OF DEEDS, PAGE 261; THENCE ALONG THE SOUTHERLY UNE THEREOF SOUTH 42 DEGREES 37 MINUTES 30 SECONDS EAST, 218.04 FEET {200.65 FEET-RECORD) TO THE POINT OF BEGINNING; AND LOTS 6 THROUGH 13,INCLUSIVE, BLOCK 7 OF HOLLYWOOD ADDITION TO KINGMAN UNIT 1, ACCORDING TO TilE PLAT THEREOF,RECORDED MARCH 25,1929, IN THE OFFICE OF THE COUNTY RECORDER OF MOHAVE COUNTY, ARIZONA; AND LOTS 14, 15 AND 16,BLOCK 7 OF HOLLYWOOD ADDITION TO KINGMAN UNIT NO.2, ACCORDING TO THE PLAT THEREOF,RECORDED JUNE 15, 1929,IN THE OFFICE OF THE COUNTY RECORDER OF MOHAVE COUNTY, ARIZONA; AND THE SOUTH 20 FEET OF BEACON STREET,AS ABANDONED BY CITY OF KINGMAN RESOLUTION NO. 618, RECORDED FEBRUARY 10,1982,IN BOOK 786 OF OFFICIAL RECORDS, PAGE 73 AND QUIT CLAIM DEED IN BOOK 766 OF OFFIOAL RECORDS, PAGE 74,CONTIGUOUS WITH LOTS Z THROUGH 27, INCLUSIVE, BLOCK 4 OF BOULDER DAM HIGHWAY ADDffiON, ABANDONED BY CITY OF KINGMAN RESOLUTION NO. 782, RECORDED MAY 15, 1981,IN BOOK 714 OF OFFICIAL RECORDS, PAGE 271, BEING A PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH, 3 of6 |
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RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,MOHAVE COUNTY, ARIZONA. ALSO DESCRIBED AS FOLLOWS: BEGCNNING AT"niE SOUlliEAST CORNER OF LOT 16 OF lliE HOLLYWOOD ADDffiON TO KINGMAN UNIT NO. 2. ACCORDING TO THE PLAT THEREOF RECORDED JUNE 15,1929 IN THE OFFICE OF THE RECORDER OF MOHAVE COUNn',STATE OF ARIZONA; THENCE NORTH 88 DEGREES 22 MINIJTES -44 SECONDS WEST 103.54 FEET TO THE SOUTHWEST CORNER OF SAID LOT 16; THENCE NORTH 01 DEGREES 22 MINUTES 18 SECONDS EAST ALONG THE WEST UNE OF SAID LOT 16, 15 AND A PART OF LOT 14, A DISTANCE OF 115.70 FEET; lliENCE NORTH 88 DEGREES 22 MINUTES 44 SECONDS WEST 731.06 FEIT; TliENCE NORTH 01DEGREES 09 MINUTES 25 SECONDS EAST 656.59 FEET; THENCE SOLJTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 100.00 FEET;· THENCE NOR"ni 35 DEGREES 37 MINIJTES 35 SECONDS EAST 192.87 FEET TO TiiE SOUTHWESTERLY RIGKT OF WAY UNE OF BEACON STREET (40.00 FEET WIDE,ABANDONED PER CITY OF KINGMAN RESOLUTION NO.818 RECORDED FEBRUARY 10, 1982 IN BOOK 786 OF OFFICIAL RECORDS,PAGE 73 AND QUIT CLAIM DEED,IN BOOK 786 OF OFFICIAL RECORDS, PAGE 74); lliENCE NORTH 37 DEGREES 57 MINUTES 30 SECONDS EAST 20.00 FEET; THENCE NORTH 17 DEGREES 17 MINUTES -45 SECONDS EAST 79.48 FEET; THENCE NORTH 25 DEGREES 31MINUTES 29 SECONDS EAST 65.44 FEET; THENCE NORTH 52 DEGREES 02 MINUTES 30 SECONDS WEST 10.00 FEET; IHENCE NORTH 17 DEGREES 17 MINUTES 45 SECONDS EAST 18.00 FEET TO A POINT ON THE SOUTHWESTERLY RIGKT OF WAY OF U.S. HIGHWAY 93 (100.00 FEET WlDE) AND ALSO A POINT ON A CURVE CONCAVE NORlliEASTERLY HAVING A RADIUS OF 1,959.86 FEET AND A RADIAL LINE TliAT BEARS NORTH 38 DEGREES 56 MINlJTES 49 SECONDS EAST; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04 DEGREES 03 MINUTES 01SECONDS AND AN ARC DISTANCE OF 138.54 FEET; THENCE SOUTH 37 DEGREES 57 MINUTES 30 SECONDS WEST 157.62 FEET; THENCE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST 558.92 FEET TO A POINT ON THE WEST UNE OF LOT 5 OF THE HOLLYWOOD ADDffiON TO KINGMAN UNIT N0.1; THENCE SOLJTHERLY ALONG THE WEST LINE OF SAID LOT 5 SOUTH 01DEGREES 22 MINUTES 18 SECONDS WEST 10.24 FEET TO THE NORTHWEST CORNER OF LOT 6 OF THE HOLLYWOOD ADDffiON TO KINGMAN UNIT NO. 1; THENCE ALONG THE NORTHERLY UNE OF SAID LOT 6 SOUTH 83 DEGREES 43 MINUTES 00 SECONDS EAST 106.33 FEET TO THE NORTHEAST CORNER OF SAID LOT 6; THENCE SOUTHERLY SOUTH 01DEGREES 37 MINlJTES 16 SECONDS WEST 551.61 FEET TO THE POINT OF BEGINNING. PARCEL NO. 2 4 of6 |
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THAT PORTION OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (Wl/2 SE1/4 SW1/4) OF SECllON 23,TOWNSHIP 21NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,MOHAVE COUNTY,ARIZONA,MORE PARTICUlARLY DESCRIBED AS FOLLOWS: COMMENONG AT THE SOIJTliWEST CORNER OF SAID SECTION 23, AS SHOWN ON TIIAT CERTAIN PlAT RECORDED NOVEMBER 19,1981,AT FEE NO. 81-41705 IN THE RECORDS OF THE MOHAVE COUNlY RECORDER AND RUNNING THENCE SOUTH 89 DEGREES 15 MINliTES 19 SECONDS EAST AlONG lliE SOUTH UNE OF SAID SECTION 23,1452.59 FEET TO THE WEST 1/16 CORNER 0JHE SOUTH UNE OF SAID SECTION 23; . THENCE NORTH 01 DEGREES 09 MINUTES 12 SECONDS EAST ALONG THE WEST UNE OF SAID WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (Wl/2 SE14 SW!/4),897.40 FEET TO THE POINT OF BEGINNING AND SOUTHWEST CORNER OF THE PARCEL HEREIN DESCRIBED,SAID POINT BEING THE NORTHWEST CORNER OF THE SOUTHERLY 15 ACRES OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOun-tWEST QUARTER (Wl/2 SE1/4 SWl/4) OF SAID SECTION 23; ll!ENCE CONTINUlNG NORTH 01DEGREES 09 MINliTES 12 SECONDS EAST ALONG SAID WEST UNE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF ntE SOUTHWEST QUARTER (W1/2 SEl/4 SWl/4),107.40 FEET TO THE INTERSECTION OF SAID WEST UNE AND THE MONUMENTED ORIGINAL NORTH AUQUOT 1/16 UNE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE1/4 SW1/4) OF SAID SECTION 23, SAID POINT BEING THE NORTHWESTCORNER OF THE PARCEL HEREIN DESCRIBED; THENCE SOUTH 89 DEGREES 11 MINUTES 30 SECONDS EAST ALONG SAID NORTH UNE OF THE WEST HALF OF THE SOUTliEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SEl/4 SW1/4), 106.50 FEET; ll!ENCE SOUTH 00 DEGREES 48 MINUTES 30 SECONDS WEST, 230.00 FEET; THENCE SOUTH 89 DEGREES 11 MINUTES 30 SECONDS EAST, 540.00 FEET; THENCE NORTH 00 DEGREES 48 MINLJrES 30 SECONDS EAST, 230.00 FEET TO A POINT LYING ON SAID MONUMENTED ORIGINAL NORTH AUQUOT 1/16 UNE; . THENCE SOUTii 89 DEGREES 11 MINUTES 30 SECONDS EAST ALONG SAID NORTH AUQUOT 1/16 UNE, 84.34 FEET TO THE INTERSECTION Of SAID MONUMENTED ORIGINAL NORTH AUQUOT 1/16 UNE Willi THE WEST UNE OF BLOCK 7 OF THE HOLLYWOOD ADDffiON TO KINGMAN,UNIT NO.2, AS SHOWN ON THE PLAT TilEREOF,RECORDED JUNE lS, 1929, SAID POINT BEING THE NORTHEAST CORNER OF THE PARCEL HEREIN DESCRIBED; THENCE SOVTli 01DEGREES 22 MINlJTES 18 SECONDS WEST ALONG SAID WEST UNE OF BLOCK 7 EXTENDED, 117.35 FEET TO THE INTERSECTION OF SAID WEST UNE WITH ruE CENTERUNE OF HOLLY DRIVE AS SAID HOLLY DRIVE IS SHOWN ON THE PLAT OF SAID HOLLYWOOD ADOffiON UNIT 2; THENCE NORTH 88 DEGREES 22 MINUTES 44 SECONDS WEST ALONG SAID CENTERUNE OF HOLLY DRIVE, 21.59 FEET TO THE INTERSECTION WITH THE WEST UNE OF BLOCK 8 OF SAID HOLLYWOOD ADDmON UNIT 2 EXTENDED; THENCE SOUTH 01 DEGREES 37 MINUTES 16 SECONDS WEST ALONG SAID WEST BOUNDARY OF BLOCK 8, 289.61 FEET TO THE SOUTHEAST CORNER OF TiiE PARCEL HEREIN DESCRIBED,SAID POINT BEING ON THE NORTH UNE OF THE SOUTHERLY 15 ACRES OF THE WEST HALF OF THE SOUTHEAST QUARTER OF TilE SOUTHWEST QUARTER (Wl/2 SE1/4 SWl/4) OF SECTION 23; THENCE NORTH 89 DEGREES 15 MINUTES 19 SECONDS WEST ALONG TiiE NORTii UNE OF SAID |
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SOUTliERLY 15 ACRES, 706.43 FEET TO THE POINT OF BEGINNING. PARCEL NO. 3: TiiE SOlJTHERLY 15.0 ACRES OF THE WEST HALF OF nfE SOlJTHEAST QUARTER OF THE SOUTHWEST. QUARTER (W 1/2 SE1/4 SWl/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA. EXCEPT FOR ANY PORTION LYING WITHIN HOLLYWOOD ADDffiON TO KINGMAN, UNIT NO. 2, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 15, 1929 IN THE OFA;CE Of THE RECORDER OF MOHAVE COUNTY, ARIZONA. 6 of6 |
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EXHIBIT A-4 T.l\ Earle -108 I Iighway 149 North. Rural Route# 1 F:1rlc. (West Memphis). AR The fraclional Nor1h part of the Southwest Quarter (SW1/4) of 6eclion Seventeen (17), Township Six (6) North, Range Six (6) East. Sl. Francis county, Arkansas.lying North or U1e north rtghlof way line of 1-40 Highway and East orthe East right-of-way line of Stale Highway 14.9 containing 66.4 acres, more or less, more particularly desGrlbed as follows: Beginning allhe point or Intersection of the North line of Ihe Southwest Quarter (SW1f4) of Section 17, Township 6 North, Range 5 East, St. Francis County, Arl\ansas, and tho center nne of Slate Highway 149; thence South 24'36' East 560.75 feelslang \he c:enter line of State Highway 149 to a point on the right-of-way line for Interstate Highway 40; thence along the North r1ght-of-way line of 1-40 on the following courses ano distances: lh13nc:e North 65°22' East 60 feel along said 1-40 right of way; thence South 24'36' East 11lll,O feel; thence South !10"59'26' East 73.3 feet; thence Southeasterly along a curve to the r1ghl with a radius of 642.9 feel a distance of 404.0 feet; thence South 78"38' East a distance of 440.5 rae\; !hence southeasterly along a curve \o the right wllh a radius of 951.5 feela distance of 383.1 feel; thence south 55" 34' East 315.7 feel; thence South 70' 55' East 389.1 feel; thence North 86" 56' East 356.3 feet to a point on the East line of lhe Soufhwest quarter of Section 17; thence North along the Ens! line of said Southwest Quarter 1379.1 feetlo the Northeast comer of said Southwest Quarter; thence Wesl2674.2 teet along the North line of said Southwest Quarter lo \he point of beginning. SUBJECT Ia easement for pipeline In favor of Oklahoma Mississippi River Products Line,Inc., A tract of land lying ine Southwest Quarter fthe Northw st Quarter (SWI/4 NWI/4) or Section 17, Township 6 North, Range 6 East, St rancts untyArkansas, bemg m re particuwly descrid as follows: Beginning at the intmcction of the East-Westccnterhne ?fsatd Section 17 and the East nght of way line of State Hi way No. 149; thence North 86oSS'Ea:sl (along the East;vecenterhe of said Section 17)a.dislllllce of 873.3.rellti thence North 2 st'West a dislllllce of 674.8 feet:thence South 87.23.West a d1stancof 596.?3 feet (callc_d 643.feet) to the EaSt right of way line of State Highway No. 149; thence South 00 24 West (along satd East nght of way lme) a distance of239.25 feet:continue along said East right of way line along s cun·e lhat breaks to the left with a 01dius of 1068.91958 feet an arc length of372.82 feet to the point ofbeginning. |
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EXHIBIT A-5 TA BarstO\\ 2930 Lenwood Road Barstow. CA Legal Description THAT PORTION OF TiiE SOUTHEAST 1/4 OF SECTION 21, TOWNSHIP 9 NORTH, RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN,IN THE COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY lliE SURVEYOR GENERAL,DATED SEPTEMBER 3, 1855,DESCRIBED AS FOLLOWS: COMMENQNG AT THE SOUTli 1/4 CORNER OF SAID SECTION 21;THENCE NORTI-1 o·OEG. 37' 15" EAST, 1332.66 FEET ALONG TliE WESTERLY UNE OF THE SOIJTHEAST 1/4 OF SAID SECTION 21TO lliE SOUTI1WEST CORNER OF THE NORTH 1/2 OF SAID SOUTHEAST 1/4; lliENCE SOUTH 89 DEG. 22' 20" EAST ALONG THE SOUTH UNE OF SAID NORTH 1/2, 346.58 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89 DEG. 22'20" EAST ALONG SAID SOUlli UNE, 811.92 FEET;THENCE CONTINUING EAST ALONG THE SAID SOUTH UNE TO THE INTERSECTION WITH lliE WESTERLY UNE OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE STATE OF CAUFORNIA BY DEED RECORDED MARCH 15, 1957,IN BOOK 4180, PAGE 246,OFFICIAL RECORDS,BEING DISTANT ALONG SAID SOliTH UNE, NORTH 89 DEG.53' 43" WEST, 24.17 FEET FROM A 2-INCH STAKE MARKING THE SOVTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SOUTHEAST 1/4;THENCE ALONG SAID WESTERLY LINE, SOUTH 22 DEG. 45' 19" WEST,10 FEET; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL, SOUTH 33 DEG. 34' 11" EAST, 511.32 fEET TO A LINE PARAUEL WITH AND DISTANT 60 FEET WESTERLY,MEASURED AT RIGHT ANGLES FROM THE NORTI-IERLY PROLONGATION OF Tl-IAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 13 DEG. 03' 00" EAST AND A LENGlliOF 863.90 FEET IN SAID DEED TO THE STATE OF CALIFORNIA RECORDED IN BOOK 4180,PAGE 246,OFFIOAL RECORDS;THENCE ALONG TI-lE SAID PARALLEL UNE, NORTI-1 13 DEG.03' 00" EAST,160.32 FEET;THENCE NORTHERLY ALONG A TANGENT CURVE CONCAVE WESTERLY Willi A RADIUS OF 400 FEET,lliROUGH AN ANGLE OF 45 DEG. 19' 51", A DISTANCE OF 316.47 FEET;THENCE NORTI-1 32 DEG. 16' 51" WEST,-175.04 FEET TO THE MOST SOUTHERLY CORNER Of THE LAND CONVEYED TO THE STATE OF CAUFORNIA AS PARCEL "A" BY DEED RECORDED MARCH 26,1965,IN BOOK 6357, PAGE 860,OFFICIAL RECORDS;lliENCE NORTI-1 32 OEG. 16' 51" WEST ALONG TliE WEST UNE OF SAID LAST MENTIONED STATE OF CAUFORNIA PARCEL "A", 51.67 FEET;TliENCEALONGA TANGENT CURVE NORTHEASTERLY WITH A RADIUS OF 360 FEET THROUGH AN ANGLE OF 28 DEG. 03' 28", A DISTANCE OF 176.29 FEET TO THE MOST SOUTHERLY CORNER OF THE LAND CONVEYED TO GEORGE H.PLIES, ET UX,AS PARCEL NO. 3, BY DEED RECORDED MARCH 26, 1965, IN BOOK 6358,PAGE 18, OFFICIAL RECORDS; THENCE NORTHERLY ALONG TH6 EASTERLY UNE OF SAID PARCEL NO.3 THE FOLLOWING COURSES AND DISTANCES: NORTH ALONG A CURVE CONCAVE EASTERLY Willi A RADIUS OF 360 FEET FROM A TANGENT BEARING NORTI-1 4 DEG. 13' 23" WEST, lliROUGH AN ANGLE OF 3 DEG. 13' 23", A DrSTANCE OF 20.25 FEET; THENCE TANGENT TO SAID CURVE,NORTH 1 DEG.00'00" WEST,13.18 FEET; THENCE NORTHWESTERLY ALONG A TANGENT CURVE CONCAVE SOlffiiWESTERLY WITH A RADlUS OF 100 FEET,THROUGH AN ANGLE OF 55 DEG. 25' 34", A DISrANCE OF 96.74 FEET; THENCE TANGENT TO SAID CURVE, NORTH 56 DEG. 25' 34" WEST, 87.87 FEET; THENCE NORTH 78 DEG. 56' 10" WEST, 58.19 FEET; THENCE NORTl-fWESTERLY AND NORTHERLY ALONG A TANGENT CURVE NORTHEASTERLY WITH A RADIUS OF 80.00 FEET, THROUGH A CENTRAL ANGLE OF 107 DEG. 56' 10", A DISTANCE OF 150.71FEET TO TI-lE END OF SAID CURVE;THENCE TANGENTTO SAID CURVE, NORnt 29 DEG.00'00" EAST,7.92 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL NO. 3, CONVEYED TO GEORGE H. PUES, ET UX, THENCE CONTINUING NORTH 29 DEG. 00' 00" EAST, 2.08 FEET; TiiENCE NORTH 61DEG.00' 00" WEST, 364.38 FEET ALONG THE SOUTHWESTERLY RIGHT OF WAY UNE OF LENWOOD ROAD (SHOWN AS NORTH 61 DEG. 00' 00" WEST, 366.35 FEET IN PARCEL "B" OF TI-lE DEED TO THE STATE OF CAUFORNIA RECORDED MARCH 26, 1965,IN BOOK 6357, PAGE 860, OFFICIAL RECORDS) TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY WITH A RADIUS OF 950 FEET; I of2 |
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THENCE NORTHWESTERLY ALONG SAID CURVE Tl-lROUGH A CENTRAL ANGLE OF 4 DEG. 33' J9", A DISfANCE OF 75.62 FEET; THENCE SOUTl-l 33 DEG. 33'39" WEST, 768.00 FEET; THENCE SOUlli 0 DEG. 37' 40 WESr, 260.18 FEET TO THE TRUE POINT OF BEGINNING. AND PARCEL 1 OF PARCEL MAP NO. 4351, IN THE CITY OF BARSTOW, COUNlY OF SAN BERNARD£NO, STATE OF CAUFORNIA, AS PER PLAT RECORDED IN BOOK 38 OF PARCEL MAPS, PAGE(S) 100, RECORDS OF SAID COUNTY. EXCEPTING TI-fEREFROM THAT PORTION CONVEYED TO THE CITY OF BARSTOW BY THAT CERTAIN CORPORATION GRANT DEED RECORDED MAY 15, 1999 AS INSTRUMENT NO. 19990205264, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM All OIL,. OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND All PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH TilE PERPETUAL RIGHT TO DRIWNG, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INUUDING Tl-lE RIGHT OF WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN CONVEYED HEREBY, OIL,. OR GAS W[LLS, TIJNNELS AND SHAFTS INTO, THROUGH OR ACROSS .THE SUBSURFACE OF THE LAND, AND TO BOTIOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR UMITS THEREOF, AND TO REDRILL, . RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THAT RIGHT TO DRILL. MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND AS RESERVED BY DANIELL PUES BY A DEED RECORDED MAY 9, 1978, IN BOOK 9428, PAGE 635, OFFICIAL RECORDS. THIS LEGAL IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPUANCE RECORDED JUNE 8, 1999, INSTRUMENT NO. 99-245226, OFFIOAL RECORDS. A NON-EXCLUSIVE EASEMENT FOR "RIGHT OF WAY" RECORDED AS ON OCTOBER 24, 2005, INSTRUMENT NO. 2005-796172, OFFICIAL RECORDS. APN: 0421-311-28, 0421-311-30,0421-311-36 (Old APN) and 0421-311-92 (New APN) 2 of2 |
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EXHIBIT A-6 TA Redding 19483 Knighton Road Redding. CA LEGAL DESCRIPTION Real property in the unincorporated area of tlle County of Shasta, State of California, described as follows: ALL TI-IAT CERTAIN REAL PROPERlY SllUATE IN THE NORTHEAST ONE-QUARTER OF SECITON 32, AND THE NORTHWEST ONE-QUARTER OF SECTION 33,TOWNSHIP 31NORTH,RANGE 4 WEST,M.O.M.,SHASTA COUNlY,CAUFORNIA,MORE PARTICUlARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PROPERlY FROM WHIOi THE NORTHEAST CORNER OF SEmON 32,TOWNSHIP 31 NORTH,RANGE 4 WEST,BEARS NORTH 09 DEGREES 35' 00" EAST A DlSTANCE OF 77.03 FEET;THENCE FROM SAID POINT OF BEGINNING SOUTH 06 DEGREES 57' 42" EAST 1,256.86 FEET ALONG THE WEST RIGHT OF WAY UNE OF PACHECO ROAD TO A POINT ON THE SOUTHERLY UNE OF THAT CERTAIN PARCEL OF lAND CONVEYED TO CHARLES CHRISTSEN,BY DEED RECORDED IN THE OFFICIAL RECORDS OF SHASTA COUNlY, IN BOOK 258,OFFIOAL RECORDS, AT PAGE 475; THENCE ALONG SAID SOUTHERLY UNE SOUTH 89 DEGREES 46' 09" WEST 140.26 FEET; THENCE NORTH 89 DEGREES 52' 40" WEST 435.98 FEET TO A POINT IN THE EASTERLY RIGtiT OF WAY UNE OF CAUFORNIA STATE HIGHWAY INn:RSTATE 5; THENCE LEAVING SAID SOUTHERLY UNE ALONG SAID RIGHT OF WAY UNE THE FOUOWING FOUR (4) COURSES; 1) NORTH 26 DEGREES 33' 00" WEST 118.10 FEET; Z) NORTH 22 DEGREES 09' 29" WEST 398.23 FEET; 3) ALONG 11-IE ARC OF AN 800 FOOT RADIUS CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 32 DEGREES 00' 00" AN ARC LENGTH OF 446.80 FEET; 4) NORTH 09 DEGREES 50' 31" EAST 250.32 FEET TO A POINT ON THE SOUTH BOUNDARY UNE OF PARCEL IAS SAID PARCEL IS DESIGNATED IN THAT CERTAIN DEED TO THE STATE OF CAUFORNIA,RECORDED IN THE OFFICIAL RECORDS OF SHASTA COUN1Y IN BOOK 719, OFFICIAL RECORDS AT PAGE '156, THENCE ALONG SAID SOUTH BOl)NDARY UNE SOUTH 89 DEGREES 50' 52" EAST 675.30 FEET TO THE POINT OF BEGINNING. EXCEPTING FROM A PORTION OF THE ABOVE DESCRIBED PARCEL ALL OIL,PETROLEUM, NATURAL GAS MINERAL RIGHTS AND.OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 VERTICAL FEET FROM THE SURFACE OF SAID LAND, FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING, MINING,BORING, REMOVING OR MARKETING SAID SUBSTANCES, HOWEVER,WITHOUT At-ff RIGHT OF ANY ENmY UPON THE SURFACE OF SAID LAND AS RESERVED IN THE DEED FROM GULF OIL CORPORATION RECORDED APRIL4, 1973 IN BOOK 1164 PAGE 481, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM TI-IAT PORTION DESCRIBED IN THE DEED TO THE COUNlY OF SHASTA,RECORDED JULY 9, 1973 IN BOOK 1179, PAGE 338, OFFIOAL RECORDS. THE LAND IS ALSO DESCRIBED AS FOLLOWS. ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE NORTHEAST ONE-QUARTER OF SECTION 32, AND THE NORTHWEST ONE-QUARTER OF SECTION 33,TOWNSHIP 31NORTH, RANGE 4 WEST,M.O.M., SHASTA COUNlY, CAUFORNIA,MORE PARTICUlARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PROPERTY FROM WHICH THE NORTHEAST CORNER OF SAID SEmON 32,TOWNSHIP 31NORTI-1, RANGE 4 WEST, BEARS NORTH go 45' 39" EAST,77.12 FEET (NORTH 09° 35' 00" EAST, n.03 FEET PER BOOK 2762, OFFICIAL RECORDS, PAGE 598,SHASTA COUNTY RECORDS); THENCE FROM SAID POINT OF BEGINNING I of2 |
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SOUTH 06° 58' 25" EAST,1256.68 FEET {SOUTH 06° 57' 42" EAST,1256.86 FEET) ALONG TliE WEST RIGtff OF WAY LINE OF PAOfECO ROAD TO A POINT ON THE SOliTHERLY UNE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO CHARlfS CHRIST£NSEN,BY DEED RECORDED IN THE OFFICIAL RECORDS OF SHASTA COUNTY,IN BOOK 258,OFFICIAL RECORDS, AT PAGE <175; THENCE ALONG THE SOUTHERLY UNE SOUTH 89° 53' 35" W 140.40 FEET (SOUTH 89° 46' 09" WEST,140.26 FEET); THENCE,NORTH 89° · ·WEST,436.06 FEET (NORTH 89° 52' 40" WEST,435.98 FEET) TO A POINTIN THE EASTERLY RIGtff OF WAY UNE OF CAUFORNfA STATE OF HIGHWAY INTERSTATE 5; THENCE LEAVING SAID SOUTHERLY UNE AND ALONG SAID RIGtff OF WAY UNE THE FOLLOWING FOUR (4} COURSES: 1. NORTli 26° 33' 00" WEST, 218.13 FEET (NORTH 26° 33' 00" WEST,218.10 FEED; 2. NORTii 22° 09' 29" WEST 398.28 FEET (NORlli 22° 09' 29" WEST, 398.23 FEET); 3. ALONG AN ARC OF AN 800.10 FOOT RADIUS CURVE TO THE RIGHT TlfROUGH A CENTRAL ANGLE OF 32° 00' 00" AN ARC LENGTH OF 446.86 FEET;(800 FOOT RADIUS CURVE CENTAAL ANGLE OF 32° 00' 00",ARC LENGTH OF 446.80 FEET);(SEE ITEM 1OF SUPPLEMENTAL COMMITMENT,FROM ARST AMERICAN TTT1.E COMPANY,DATED FEBRUARY 17, 1993); 4. NORTI-f 09° 50' 31" EAST, 250.35 FEET (NORm 09° 50' 31" EAST 250.32 FEET) TO A POINT ON THE SOIJTli BOUNDARY UNE OF PARCEL 1 AS SAID PARCEL IS DESIGNATED IN TiiAT CERTAIN DEED TO THE STATE OF CAUFORNfA,RECORDED IN THE OFfiCIAL RECORDS OF SHASTA COUNTY IN BOOK 719, OFFICIAL RECORDS AT PAGE 456; TiiENCE ALONG SAID SOUTHERLY BOUNDARY UNE SOUTH 89° 50' 52" EAST, 676.12 FEET (SOUTH 89° 50' 52" EAST, 676.30 FEET) TO lliE POINT OF BEGINNING. EXCEPTING FROM A PORTION OF THE ABOVE DESCRIBED PARCEL ALL OIL,PETROLEUM, NATURAL GAS MINERAL RIGHTS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPlli OF 500 VERTICAL FEET FROM THE SURFACE OF SAID LAND,FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING,MINING,BORING,REMOVING OR MARKETING SAID SUBSTANCES, HOWEVER, WITHOUT Am RIGHT OF Am ENTRY UPON THE SURFACE OF SAID LAND AS RESERVED IN THE DEED FROM GULF OIL CORPORATION RECORDED APRIL 4, 1973 IN BOOK 1164 PAGE 481,OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN THE DEED TO THE COUNTY OF SHASTA, RECORDED JULY 9, 1973 IN BOOK 1179, PAGE 338,OFFICIAL RECORDS. APN: 055-260-025-000 2of2 |
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EXHIBIT A-7 TA Jacksonville South 1650 C.R. 210 West Jacksonville, FL Legal Description PARCEll A portion of Government lot 3, Section 16,Township 5 South, Range 28 East, St. Johns County, Florida, more particularly described as follows: Beginning at the Northeast comer of Government lot 3,Section 16,Township 5 South, Range 28 East, thence South 0°41'15" East, along the East Boundary of said Government Lot, 775.70 feet to the Northwesterly right-of-way line curve of State Road No. 210, said OJrve being concave Northwesterly and having a radius of 624.07 feet,thence Southwesterly, along said rtght-of-way line curve, a chord bearing and distance of South 73°49'23" West 183.44 feet, said point being the Point of Intersection of said right of-way line with the Easterly right-of-way line of Interstate Highway No. 95,thence North 69°48'25" West,along said right-of-way line,123.16 feet, thence North 12°15'24" West, along said right-of-way line, 813.58 feet to the North boundary of said Government lot, thence South 88°38'33" East, along said North boundary, 455.32 feet to the Point of Beginning. PARCEL II A portion of Government lot 2, Section 16,Township 5 South, Range 28 East, St Johns County,Florida, more particularly described as follows: Beginning at the Northwest corner of said Government lot 2;thence run South 0°41'15" East along the Westerly line of said Government lot 2, a distance of 775.70 feet to the Northwesterly right-of-way line of State Road No. 210; thence along a curve to the left in said right-of-way line,said curve having a radius of 624.07 feet, a distance of 302.75 feet as measured along a chord bearing North 51°20'01" East to a Point of Tangency; thence continue along the right-of-way line of said State Road No. 210 North 37°17'45" East, a distance of 99.39 feet; thence run North 0°41'15" West, parallel to said Westerly line of Government lot 2, a distance of 500.35 feet to the Northerly line of said Government lot 2; thence run North 88°38'33" West along said Northerly line of Government lot 2, a distance of 300 feet to the Point of Beginning. |
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EXHIBIT A-8 TA Tampa 11 706 Tampa Gatevvay Boulevard Seffner (Tampa). FL Legal Description Parcell: Parcel Iof Tampa Gateway Park Plat Book 91, Page 88, Public Records of HIU.SBOROUGH County Aorida, also desaibed as: That part of the North 1,551feet of the West 1/2 of the Northwest 1/4,Section 34,Township 28 South, Range 20 East,Hillsborough County, Aorida,being more particularly described as farrows: Commence at the Northwest comer of said Section 34,thence South 89°58'24 East,256.29 feet along the North boundary of the Northwest 1/4 of said Section 34,to the Point of Beginning;continue thence South 89°58'24"East,819.78 feet, along said North boundary;thence South 00°12'10"East, 517.57 feet; thence South 89°47'SO"West, 40.00 feet; thence North 00°l2'10'West, 45.00 feet; thence South 89°4rSO''West,923.06 feet;thence North 00°12'0B"West, 198.17 feet to a point of curvature;thence 122.81feet along the arc of a curve to the right, having a radius of 125.00 feet, a central angle of 56°17'28"and a chord bearing of North 2l056'36"East, 117.93 feet to a point of reverse curvature; thence 135.57 feet along the arc of a curve to the left,having a radius of 175.00 feet, a central angle of 44°23'0B"and a chord bearing of North 33°53'46"East, 132.20 feet to a point of tangency; thence North 11°42'12"East, 65.64 feet to the Point of Beginning. Parcel II: Drainage Easement for the benefit of Parcel I between TA Operating Corporatlon and Tampa Gateway Park Properties,LLC,dated November 21, 2001, filed November 26, 200lln O.R. Book 11223, Page ll03 Public Records of HILLSBOROUGH County, Aorida over,under and across the farrowing described property; Parcel 6 of Tampa Gateway Park Plat Book 91,Page SB,Public Records of HILLSBOROUGH County, Florida. Parcel III: Easements for the benefit of Parcel I (Tract "A'') as noted in Declaration of Covenants,Conditions and Restrictions for Tampa Gateway Park, recorded in O.R. Book 10072,Page 1780 but limited to: a) Easement for Common Area as described In Article 1 (b) and Artide III·Common Area,Section 2: Owner's Rights b) Perpetual,non-exdusive easement for stormwater drainage and retention in and to the ponds located on Tract A as noted in O.R. Book 10072, Page 1792. |
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EXHIBIT A-9 TA Commerce 30732 Highway 441 South Commerce, (}A Legal Description Ail that tract or pared of land lying and being in the 2081h G.M. District, Banks County, Georgia, containing 13.403 acres or 583,833 square feet and being more particularly described as follows: BEGINN£NG at a concrete right of way marker at the intersection of the southeastern right of way of Interstate Highway 85 (right of way 127.13 feet off centerline of Ramp "C") with the southwestern right of way of U.S. Highway 441 (right of way 75 feet off centerline); thence south 21 degrees 44 minutes 13 seconds east a distance of669.90 feet along the southwestern right of way fU.S. Highway 441 to an iron pin (right of way 75 feet off centerline); thence south 05 degrees 03 minutes 44 seconds east a distance of 17.40 feet along said southwestern right of way to an iron pin (right of way 80 feet off centerline); thence south 21 degrees 45 minutes 41 seconds east a distance of 37.70 feet along said right of way to the point of intersection of the said southwestern right of way with the centerline of Crooked Creek (right of way 80 feet off centerline); thence north 89 degrees 07 minutes 26 seconds west a distance of 61.01 feet along the centerline ofCrooked Creek to a point; thence south 76 degrees 54 minutes 32 seconds west a distance of 45.15 feet along said centerline to a point; thence south 75 degrees 24 minutes 57 seconds west a distance of 106.74 feet along said centerline to a point; thence south 82 degrees 43 minutes 35 seconds west a distance of95.47 teet along said centerline to a point; thence south 80 degrees 48 minutes 22 seconds west a distance of97.99 feet along said centerline to a point; thence north 62 degrees 20 minutes 47 seconds west a distance of72.4J feet along said centerline to a point; thence north 83 degrees 29 minutes 18 seconds west a distance of67.94 feet along said centerline to a point; thence north 75 degrees 45 minutes 44 seconds west a distance·of94.79 feet along the centerline of said Crooked Creek to a point; thence north 80 degrees 57 minutes 06 seconds west a distance of 118.10 feet along said centerline to a point; thence north 73 degrees 17 minutes 02 seconds west a distance of 86.77 feet along said centerline to a point; thence north 67 degrees 46 minutes 19 seconds west a distance of 52.24 feet along said centerline to a point; thence north 14 degrees 32 minutes 06 seconds west a distance of 40.03 feet along said centerline to a point; thence north 02 degrees 23 minUtes 20 seconds west a distance of 25.07 feet along said centerline to a point; thence north 15 degrees 26 minutes 20 seconds east a distance of61.99 feet along said centerline to a point; thence north 15 degrees 25 minutes 02 seconds west a distance of38.45 feet along said centerline to a point; thence north 59 degrees 30 minutes 06 seconds west a distance of 54.01 feet along said_ centerline to a point; thence north 56 degrees 03 minutes 20 seconds west a distance of43.18 feet along said centerline to a point; thence south 88 degrees 46 minutes 42 secoQds west a distance of 43.93 feet along said centerline to a point; thence north 52 degrees 12 minutes 48 seconds west a distance of31.91 feet along said centerline to a point; thence north 25 degrees 22 minutes 46 seconds west a distance of 56.42 feet along said centerline to a point; thence north 51 degrees 25 minutes 59 seconds west a distance of36.4l feet along said centerline to a point; thence north 79 degrees 07 minutes 12 seconds west a distance of 39.90 feet along said centerline to a point; thence south 56 degrees 51 minutes 28 seconds west a distance ofJJ.99 feet along said centerline to a point; thence north 76 degrees 56 minutes 54 seconds west a distance of 53.92 feet along said centerline to a point; thence north 7 I degrees 35 minutes 59 seconds west a distance of 2.90 feet along said centerline to a point in the center of said Crooked Creek, which point is south 38 degrees 42 minutes 01 seconds east 19.23 feet from an iron pin; thence north 38 degrees 42 minutes 0 I seconds east a distance of 270.89 feet; leaving said creek to an iron pin on the l of2 |
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.I ·····-·-·-··-southeastern right of way of Interstate Highway 85 (right of way 82 feet off centerline of Ramp "C''); tli.ence along a curve to the right having a radius of l 063.92 feet and an. arc length of 180.31 feet, being subtended by a chord of north 76 degrees 03 minutes 23 seconds east a distance of 180.10 feet along the southeastern right of way oflnterstate Highway 85 to a concrete right of way marker right of way 82 feet off centerline of Ramp ''C''); thence north 80 degrees 56 minutes 04 seconds east a distance of 520.96 feet along said southeastern right of way to a concrete right of way marker (rigbt of way 82 feet off centerline of Ramp "C"); thence south 67 degrees 58 minutes 16 seconds east a distance of87.38 feet along said southeastern right of way to a concrete right of way marker and TIIE POINT OF BEGINNING. 2 of2 |
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EXHIBIT A-10 T!\ Lake Park 6901 Bellville Road Lake Park. G!\ All that tract or parcel of land, with all buildings, structures, improvements and equipment thereon, situated in Lowndes County, Georgia, described as follows: BEGIN at a part of Land Lots I 52 and 171 in the 16d! Land Distrit of Lowndes County, Georgia, as shown on survey dated March 10, 1962, made by William H. Branch, Jr., being more particularly described as follows: BEGINNING at a concrete mon ent at the southeasterly intersection of Interstate Highway 75 and Lake Park-Bellville, Florida Road, said point being 50 feet from the centerline of Lake Park Bellville, Florida Road, running thence north 46 degrees 26 minutes east 227.7 feet along the southerly right of way of Lake Park-Bellville, Florida Road to a point; thence north 47 degrees 34 minutes east 188.9 feet along said right ofway to ;t concrete monument; thence north 42 degrees 23 minutes west 35 feet along said right of way line to an iron pin; thence north 46 degrees 38 minute cast I 00 feet along said right of way to an iron pin; thence north 43 degrees 17 minutes east 100 feet along said cight of way to an iron pinthence north 39 degrees 17 minutes east 100 feet along said right of way to an iron pin; thence north 33 degrees 42 minutes east I 00 feet along said right of way to a concrete monumentthence south 42 degrees 54 minutes east 494.31 feet to a concrete monumentthence south 49 degrees 57 minutes west 1050 feet to a concrete monument located in the easterly right of way line oflnterstate llighway 75; thence north 29 degrees 19 minutes west 216.83 feet along the easterly right of way line of . Interstate Highway 75 to a concrete monument; thence north 7 degrees 51 minute east 238.55 feet along the easterly right of way line ofinterstate Highway 75 to a concrete montiment and the point ofbeginning. |
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l!;XHHHT A-ll TA Boise 4115 Broad\vay Boise. ID Legal Description PARCEL I: A parcel of land in the North half of the Southeast Quarter of Section 27 Township 3 North,Range 2 East, Boise Meridian, Ada County,Idaho,said parcel consists of portions of lots 13, 14, 15, 16 and a vacated street in BOISE INDUSTRIAL FOUNDATION SUBDMSION NO. 2, according to the offidal plat thereof, filed In Book 20 of Plats at Page 1316,Official Records of Ada County,Idaho,and an adjoining triangular shaped parcel bounded on the East by the Westerly fine of Broadway Avenue and on the North by the Southerty line of Interstate 84, State_of Idaho Department of Transportation Project I-IG-80N-2(16)54 SEC A, more particularly descnbed as follows: Beginning at the Southeast comer of said Lot 16; thence North 00°18'00" West, 70.00 feet on the Westerly fine of said lot 16; thence North 89°21'00" West, 113.00 feet; thence South 00°39'00" West, 105.BB feet to a point on the Southerly line of said Lot 16· thence South 73°12'00" West, 47.06 feet to the Southwest comer of said Lot 16; thence' North 89°21'00" West 401.16 feet on the Southerly line of said lot 15; thence Northerly through Lots 15, 14, 13 and a vacated street, North 00°03'00" West 473.48 feet: thence North 89°21'00" West, 230.00 feet to a point in a vacated street, Instrument No. 691987, records of Ada County; thence North 00°03'00" West,678.81 feet to a point on the Northerly line of said Lot 13 and the Southerly fine of said Interstate 84; thence on the Northerly line of said subdivision and said Southerly line of Interstate 84, South 66°47'10" East,365.47 feet to a point, 125.22 feet right from Station 2865 +79.73; thence South 53°05'07" East, 377.38 feet to a point, 228.49 feet right from Station 2869+50.77; thence South 38°46'44" East, 241.45 feet to the Northeast comer of Lot 14 of said subdivision; thence continuing on said Southerly line of Interstate 84,South 38°46'44" East,140.18 feet to a point, 405.70 feet right from Station 2873+02.51; thence South 63°16'32" East, 164.08 feet (record 163.90 feet) to a point on the Westerly line of Broadway Avenue, 70 feet left from Station 9+11.36; thence on said Westerly line of Broadway Avenue South 26°43'28" West, 238.44 feet (record 237.91 feet) to a point 70 feet left from Station 6+73.45; thence South 38°28'49" West, 199.63 feet to the POINT OF BEGINNING. EXCEPTING THEREFROM the following described property: A parcel of land being a portion of lots 13 and 14 of BOISE INDUSTRIAL FOUNDATION SUBDIVlSION NO. 2, according to the offidaf plat thereof, filed in Book 20 of Plats at Page 1316 and 1317, Offidaf Records of Ada County, Idaho, and a portion of the Northeast Quarter of the Southeast Quarter of Section 27, Township 3 North,Range 2 East of the Boise Meridian, Boise Oty, Ada County, Idaho, being more particularly described as follows: I ofJ |
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Exhibit A Legal Description (continued) Commendng for reference at the found brass cap right-of-way monument stamped 2861+99.53 on the Southerly right-of-way line of Interstate 8"1,F.A.P.I-IG·BON-2(16)5"1 SEC A, said point being on the Northerly line of said lot 13 as shown on that certain property survey for Grants Truck Stop by McCarter and Tuller Consulting Engineers,Job No. 85-1291,dated August 23,1985;thence South 66"46'35" East along the line common to said 1-84 and Gtants Truck Stop for a distance of 365.54 feet (shown of record to be SOuth 67"4i10" East a distance of 365.47) to a found brass cap monument stamped 2865+82.60 and the REAL POINT OF BEGINNING; thence along said 1-84 and Grants Truck Stop boundary line the following courses and distances; South 53"03'07" East a distance of 377.30 feet; thence · South 38"48'06" East a distance of 258.06 feet;thence departing said I-84 and Grants Truck Stop boundary South 51°11'54" West a distance of 60.74 feet to a set rebar on the edge of the asphalt pavement; thence along the edge of the asphalt pavement the following courses and distances: North 50"'13'28" West a distance of 37.30 feet;thence North 65°41'47" West a distance of 29.12 feet; thence North 81°02'20" West a distance of 29.18 feet; thence North 85°12'55" West a distance of 34.54 feet; thence North 88°46'19" West a distance of 25.69 feet; thence South 88"20'35" West a distance of 32.16 feet; thence South 79°35'48" West a distance of 34.63 feet; thence North '15°27'48" West a distance of 8.31 feet;thence South 76°54'39" West a distance of 25.24 feet;thence South 63°28'39" West a distance of 10.00 feet to a set rebar at the edge of the asphalt pavement; thence departing the edge of the asphalt pavement North 38°30'33" We<:A: for a distance of 406.45 feet to a set rebar; thence North 36°56'53" East for a distance of 145.00 to the REAL POINT OF BEGINNING. FURniER EXCEPTING THEREFROM the following described property: A parcel of land being a portion lot 14 of BOISE INDUSTRIAL FOUNDATION SUBDMSION NO. 2, according to the offidal plat thereof, filed in Book .20 of Plats at Page 1316 and 1317, Offidal Records of Ada County,Idaho, and a portion of the Northeast Quarter of the Southeast Quarter of Section 27, Township 3 North, Range 2 East of the Boise Meridian,Boise Oty, Ada County, Idaho, being more partirularly described as follows: Commendng for reference at the found brass cap right-of-way monument stamped 2861+99.53 on the Southerly right of way line of Interstate 84,F.A.P. HG-80N-2(16)54 SEC A, said point being on the Northerly fine of lot 13 of said Boise Industrial Foundation Subdivision No. 2 as shown on that certain property survey for Grants Truck Stop by McCarter and Tuller Consulting Engineers, Job No. 85-1291, dated August 23, 1985;thence along a line common to said l-84 and Grants Truck Stop the following courses and distances; South 66"'16'35" East for a distance of 365.54 feet to a found brass cap monument stamped 2865+82.80; thence South 53°03'07" East a distance of 377.30 feet;thence South 38°'18'06" East a distance of 258.06 feet to the REAL POINT OF BEGINNING; thence continuing South 38°48'06" East along a said line common to 1·84 and Grants Truck Stop a distance of 123.70 feet;thence South 63°16'17" East a distance of 163.64 feet to a found brass cap stamped 9+11.36; thence departing said I-84 boundary and along Broadway Avenue and Grants Truck Stop common boundary, South 26°39'10" West for a distance of 30.00 feet to a set rebar; thence departing Broadway Avenue North 63"16'17" West for a distance of 170.19 feet to a set rebar; thence North 38°48'06" West for a distance of 130.20 feet to a set rebar;thence North 51°11'54" East a distance of 30.00 feet to the REAL" POINT OF BEGINNING. |
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Exhibit A Legal Description (continued) A parcel ot land beJng a portion of Lots 13, 14, 15 and 16 and a portion of a vacated street as shown on the offidal plat of the BOISE INDUSTRIAL FOUNDATION SUBDMSION NO. 2, as filed in Book 20 of Plats at Page 1316, Records of Ada County,Idaho, and a portion of the North Half of the Southeast Quarter of Section 27,Township 3 North,Range 2 East,Boise Meridian,Boise, Ada County, Idaho, more particularly described as follows: Beginning at the Southeast comer of said Lot 16; thence North 00°32'00" West, 69.44 feet (formerly described as North 00°16'00" West 70.00 feet); thence North 89°21'00" West,113.17 feet (formerly desoibed as 113.00 feet); thence South 00°39'00" West, 105.86 feet (formerly described as 105.88 feet) to a point on the North right-of-way line of Commerce Avenue; thence along said North right-of-way line the following two courses: South 73°32'45" West, 46.22 feet (formerly described as South 73°12'00" West, 47.06 feet); thence North 89°25'32" West, 401.45 feet (formerly described as North 89021'00" West, 401.16 feet); thence North 00°03'00" West,473.48 feet; thence North 89°21'00" West, 230.00 feet; thence North 00°03'00" West 678.57 feet (formerly described as 678.81 feet) to a point on the Southerly right-of-way tine of Interstate 84; thence along said Southerly right-of-way line South 66°46'35" East,365.54 feet (formerly described as South 66°47'10" East, 365.47 feet); thence leaving said Southerly right-of-way line South 36°56'53" West, 145.00 feet; thence South 38°30'33" East,406.45 feet; thence North 63°28'31}" East, 10.00 feet; thence North 76°55'39" East, 25.24 feet; thence South 45°27'48" East, 8.31 feet;thence North 79°35'48" East, 34.63 feet; thence North 88°20'35" East, 32.16 feet; thence South 88°46'19" East, 25.69 feet; thence South 85°12'55" East, 34.54 feet; thence South 81°02'20" West. 29.18 feet: thence South 65°41'47" East,29.12 feet;thence South 50°43'28" East, 37.30 feet;thence North 51°11'54" East, 30.73 feet; thence South 36°48'06" East, 130.20 feet; thence South 63°16'17" East 170.19 feet to a point on the Westerly right-of-way line of Broadway Avenue; thence along said Westerly right-of-way line South 26°39'10" West,207.92 feet (formerly descrlbed as South 26°43'26" West); thence continuing along said Westerly right-of-way line South 38°35'45" West 199.32 feet (formerly described as South 38°28'49" West, 199.63 feet) to the POINT OF BEGINNING. PARCEL II: Easement estate as created by Easement and Non-Competition Agreement,recorded February 17, 1968, as Instrument No. 8807116, Official Records. APN: R-1013-67-0146 |
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EXHIBIT A-12 TA Chicago N01ih 16650 Russell Road Russell (Chicago North). IL I ! i I .I Legal Description PARCEL 1: THE WEST HALF OF ll-IE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 46 NORTH,RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE NORTH 28 RODS 4 FEET 8 INDiES OF THE EAST 28 RODS 4 FEET8 INCHES THEREOF) AND (EXCEPT THAT PART THEREOF CONVEYED BY JAMES STRAHAN AND GRACE STRAHAN,HIS WIFE, TO STEVE CACKOVIC AND PAUUNE CAKOVIC, HIS WIFE, BY WARRANTY DEED DATED MARCH 4,1940 AND RECORDED MAROf 13, 1940 AS DOCUMENT NUMBER 474962,·IN BOOK 458 OF DEEDS, PAGE 312,DESCRIBED AS FOLlOWS: . . COMMENQNG AT THE NORTHWEST CORNER OF SAID QUARTER SECT10N AND RUNNING ntENCE SOUTHERLY ALONG THE CENTER OF U.S. HIGHWAY NO.41,240 FEET; THENCE EASTERLY PARALlEl Wlnt THE NORTH UNE OF SAID SECTlON 9, 160 FEET;TI-IENCE NORTI-IERLY PARALLEL WITI-1 THE WEST UNE OF SAID SECTION 9, 240 FEET TO THE CENTER OF HIGHWAY 19;THENCE WESTERLY ALONG n-tE CENTER OF COUNTY HIGHWAY 19 TO THE POINT OF BEGINNING) AND (EXCEPT THAT PART CONDEMNED FOR TOLLROAD PURPOSES BY PROCEEDINGS HAD IN THE ORCUIT COURT AS GENERAL NO. 14808), LAKE COUNTY, ILUNOIS. PARCEL 2: THE NORTH 28 RODS, 4 FEET AND 8 INCHES OF ll-fE EAST 28 RODS,4 FEET 8 INCHES OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 46 NORTH,RANGE 11,EAST OF THE THIRD PRINCIPAL MERIDIAN (EXCEPT THE WEST 90 FEET OF TilE NORTI-l 200 FEET THEREOF AND EXCEPT THAT PART THEREOF CONDEMNED FOR HIGHWAY PURPOSED BY PROCEEDINGS HAD IN TilE COUNTY COURT OF LAKE COUNTY, IWNOIS,AS CASE NO. 14808 ON JUDGEMENT OF TAKING ENTERED MARCH 18, 1958), IN LAKE COUNTY,IWNOIS. ALSO ENCUMBERING THE FOLlOWING DESCRIBED LAND TO ll-IE EXTENT NOT INCLUDED IN THE AFOREDESCRIBED LAND: TI-IAT PART OF ll-fE WEST HALF OF ll-IE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 46 NORTH, RANGE 11,EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID NORll-fEAST QUARTER;THENCE EASTERLY ALONG TliE NORTH LINE OF SAID NORTHEAST QUARTER A DISTANCE OF 160.0 FEET FOR THE POIIIT OF BEGINNING;THENCE SOUTH 00 DEGREES 23 MINUTES 30 SECONDS WEST PARALLEL WITH THE WEST UNE OF SAID NORTHEAST QUARTER,A DISTANCE OF 240.00 FEET; THENCE NORTH 89 DEGREES 54 MINUTES 59 SECONDS WEST PARALLEL WITH THE NORTH UNE OF SAID NORTHEAST QUARTER, A DISTANCE OF 97.13 FEET TO THE EASTERLY UNE OF U.S.ROUTE 41 AS DEDICATED BY DOCUMENT NUMBER 406896;THENCE SOUTH 00 DEGREES 21MINlJTES 03 SECONDS WEST ALONG SAID EASTERLY UNE, A DISTANCE OF 1726.29 FEET TO A POINT OF CURVE IN SAID EASTERLY LINE; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, BEING ALONG A CURVE TO THE LEFT,HAVING A RADIUS OF 1557.28 FEET AND BEING TANGENT TO THE LAST DESCRIBED COURSE, A DISTANCE OF 697.40 FEET TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SECTION 9, AS AFORESAID; THENCE SOUTH 89 DEGREES 52 MINUTES 45 SECONDS EAST ALONG SAID SOUTH UNE,A DISTANCE OF 822.50 FEET TO THE EASTERLY UNE OF PROPERTY CONDEMNED FOR TOLLROAD PURPOSES BY PROCEEDINGS HAD IN THE CIRCUIT COURT AS GENERAL NO. 14808;THENCE NORTH 13 DEGREES 09 I of2 |
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MINUTES 42 SECONDS fAST ALONG SAID EASTERLY LINE, A DISTANCE OF 144.48 FEET TO A POINT OF CURVE;THENCE CONTINUING ALONG SAID EASTERLY LINE, BEING ALONG A CURVE TO THE LEFf, HAVING A RADIUS OF 5641.58 FEET AND A CHORD BEARING OF NORTH 06 DEGREES 46 MINUTES 49 SECONDS EAST, AN ARC DISTANCE Of 580.49 FEET TO A POINT OF TANGENCY;TIIENCE NORTH 03 DEGREES 49 MINUTES 57 SECONDS EAST ALONG SAID fASTERLY LINE,BEING TANGENT TO THE LAST DESCRIBED CURVE, A DISTANCE OF 590.78 FEET TO A POINT Of CURVE TO THE LEFf,HAVING A RADIUS OF 7500.44 FEET AND BEING TANGENT TO THE LAST DESCRIBED COURSE,A DISTANCE OF 1136.% FEET TO A JOG IN SAID EASTERLY LINE;THENCE NORTH 89 DEGREES 54 MINUTES 59 SECONDS WEST ALONG SAID LINE AND ALONG THE SOUTHERLY UNE OF PROPERlY DEDICATED BY DOCUMENT NUMBER 1002316, A DISTANCE OF 295.46 FEET TO THE WEST LINE OF PROPERTY DEDICATION BEING ALSO THE WEST LINE OF THE EAST 28 RODS 4 FEET 8 INCHES OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 9,.AS AFORESAID: THENCE NORTH 00 DEGREES 25 MINLITES 47 SECONDS EAST, A DISTANCE OF 200.00 FEET TO THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 9;THENCE NORTH 89 DEGREES 54 MINUTES 59 SECONDS WEST ALONG SAID NORTH UNE,A DISTANCE OF 699.45 FEET TO THE POINT OF BEGINNING, ALL IN LAKE COUNTY, IWNOJS. 2 of2 |
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EXHIBIT A-13 TA Troy 819 Edwardsville Road Troy. IL ·'";. · ..,..li' A tract of land in the Southwest Quarter of Section 5, Township 3 North, Range 7 West of the Third PrincipalMeridian,Madison County, Illinois, being more particularly described as follows: . Aa· Beginning atanironrodattheortheast· cornerofthe SouthwestQuarter of the Southwest arter of Section 5; thence South 88 degrees 25 minutes28sec ndsEast(based onGrid North,Illinois Slate Plane Coordin te System, West zonei along the NorthlineoftheSoutheastuarteroftheSouthwest QuarterofSection 5 a distance of feet to an iron rod; thence South 0 degrees 32 minutes 22 seconds West and parallel the Southwest an iron rod withtheWestlineor the Southeast Quarter of Quarter of Sections a distance of 1218.12 feet to at the Northeast corner of that tract conveyed to the State of Illinois by deed recorded In Book 3491 on Page 198 of the Madison County records; thence North 88 degrees 45 minutes 08 seconds West along the North right of way line of F.A.U. Route 9396 (Illinois Route162) 213.11 feet to the West line of the Southeast Quarter of the Southwest Quarter of Section 5; thence North0 degrees 32 minutes 22 seconds East along said West line 25.00 feet; along said located 100 31 degrees thence North 88 degrees 45 minutes DB seconds West Northright feet right of 29 minutes 15 of wayline165.03 feet to a point highway station11+60;thenceNorth seconds West along said North right of way line 166.43 feet to a pointlocated240 feetrightof highwaystation12+50;thenceNorth 43 degrees 23 minutes 25 seconds West 338.28 feet in a point in theEastrightofway lineof 405 feet minutes Federal Aid Route 190 (Interstate Route 55-70) located left of station 58 seconds West 1347+50; thenceNorth33degrees45 145.00 feet to a point located 300 feet left of station 1346+50; thence North 19 degrees 42 minutes59 secondsWest 177.55feetto a point located 205 feet left of station 1345+00; thence North 6 degrees 39 minutes· 33 seconds West 105.95feetto a point located 170 feet left of station 1344+00; thence North 1 degrees19minutes 16seconds East leftof station 52secondsEast 101.98feeltoa pointlocated150feet 1343+00; thence North 12 degrees37 minutes alongtheEastrightofway line of Federal Aid Route 190 a distance of 331.87 feet to an Iron rod In the North line of the Southwest Quarter of the Southwest Quarter of Section 5; thence South 88 degrees 25 minutes 28 seconds East along said North line 573.62 feat to the point or beginning, containing 19.98 acres (870,135 square feet), EXCEPTING THEREFROM that part conveyed to Louis Buesking by Quit Claim Deed recorded July 15, 1999 in Book 4337 Page 1333, more particularly described as fellows: Part of the Southwest Quarter of Section 5, Township 3 North, Range 7 West of the Third Principal Meridian, Madison County, Illinois, described as follows; Continued on next page -1- |
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CONTINUATION OF EXHIBIT "A" Commencingatthe Northeast corner of the Northwest Quarter of said Southwest Quarter, thence, South 00 degrees 00 minutes30 along the East line of said Quarter, 1330.89 feet to the of said Southwest Quarter as secondsEast (bearing assumed) Northwest Quarter of the Southwest South Half Northline of the surveyed by James E. Pauk datedMarch25,1993, said point beingthe 20 seconds Southwest point of beginning; thence, N.88 degrees 49 minutes West along said North line of the South Half of the Quarter, 576.06 feet to the East R.O.W.line of U.S. Route 55-70 (F.A.R. 190); thence, South 12 degrees18 minutes 18 seconds West along said East R.O.W. line of U.S. Route 55-70 (F.A.R. 190), 2.15 feet to the existing fence line; thence, South 88 degrees 14 minutes 15 seconds East along said existing fence fine, 93.66 feet to a point which Is 50.2feet theSouthwestcornerof theexistingArrow truck South of building; South 88 thence, degrees is 51.2 continuing along saidexistingfenceline, ·14 minutes 55 seconds East 80.70 feet to a point which feet South of theSoutheastcornerofsaid existing Arrow Truck building;thence,continuing along said existing fence line, South 88 degrees 14 minutes 55secondsEast51.89 feet;thencecontinuingalong said existing fence line, South 88 degrees 45 minutes11 secondsEast,63.79feet; thence, South89 degrees 30 minutes 52 seconds East, 286.51 feet to an existing concrete monument; thence, North 00 degrees 00 minutes 30 seconds West, 3.22 feet to the point of beginning. Except coal, gas and other mineral rights conveyed, exceptedor reserved in prior conveyances. Permanent Parcel No. 09-1-22-05-00-000-009 Permanent Parcel No. 09-1-22-05-00-000-009.001 -2- |
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EXHIBIT A-14 TA Seymour 2636 E. Tipton Street Seymour. IN Legal Description A.part of the Southeast quarter of Section Fifteen (lS), Township SiX (6) North, Range Six (6)·Bast. more purlieulady described as folloW&: Commencing at tho Southeast comer of tho seotion; thence along the East line of said section. North 00 degrees SS minutes 00 seconds East (m assumed bearing) 295.92 feet to a scrt P.K. nail at the point of beginning of this description; thence along the North line of Commerce Park (a comme.t'Qialsubdivision in Jackson CountY);South 89 degrees 42 minutes 59 seconds West 1339,24 feet to a found iron pin on the West line of the Southeast quarter of the Southeut quartlr ofScetion 15; thence along aaid West line, North 01 degrees 49 minutes 58 seconds Bast, 363.00 feet to a found iron pin; thence continuing North 01 degree, 49 mJnntes 58 seconds Bast, 424,78 feet to a set iron pin on the Southerly right-of-way of a Frontage Road; thenoo along said right-of-way the fo1lowing couriies:Sou.th 89 degrees 53 minutes 28 seconds East, 403.65 feet to a set iron pin at a point of curvature; thence following the aro of a t00 foot radius curve to the left, a true arc diof 157.08 feet to a sat drill bole at a point of tangent, said curve has a chord which is 141.42 feet in length and bears North 44 degrees 04 minutes 46 seconds Bast; thence continuing along said right-of-way, North 01 degree 11 minutes 25 seconds West 14.38 feet to a set drill bole on the Southerly right-of-way of US Highway SO; thence along said right-of-way 1he following collf!los: North 89 degrees 44 minutes 08 seconds Bast 122.12 feet to a set chiseled "X" in cone.. CUl'b; thenee North 80 de03 minutes 05 seconds East 354.68 feet to a found iron pin:thence leavirut said ngbt-of-way, South 00 degrees 36 minutes OS seconds West 300.13 feet to a found iron pin; thence South 89 degrees 24 minutes OS seconds Bast 355.04 feet to a set P.K. nail on the East line ofsaid Section 15; thenoo along:said seetion lin; South 00 degrees 8 minutes 00:second!! West, 291.07 feet kt a set P.K. nail; then south 89 d37 minutes-40 accondr Weat 250.29 feet fo a round iron pin; thence South 00 degreea 53 minutes 10' seconds West 200;00 feet to a set irOn pin:, thence Nortli 89 dearees 37 minutes 40 seoolids Bast 250.00 feet to a set P.K. nail on tho Bast lfno-of said Section 15; thence a1oq said But tine, South 00 degrees 58 minutes 00 sccoOO& West, 163.00 feet to tho point ofbegimrlng, containing 23.366 acres, more or less. rEXCEPTiNO THEREFROM a portion or the abOvo dCISCdbed p.roel the fOllOwing: A part· of the ...·'Southeast quarter of Section Fifteen (15)TOWilllbip Six (6) Ncm.h, Ral;tgc: SQt (6) Baet, more piiticularl:y ·· d crlbed as·follows: Commcmoins at the Southeast comer of saitl on; thence alona tho East lino of said section, North 00 degrees S8 minutes 00 seconds East (as assumed bearing). 295.foot to a P.K. nail set; ,; thence along the North line of Co10merce Park (a commercial subdivision in Jackson County), South 89 degrees 42 minutes 59 seconds West 8S3.24 feet, the point of beginning of this description; thence continuing along the North line of Commerce Park, South 89 degrees 42 minutes 59 secoo:ds West 486.00 feet to an iron pin on the Wline of the Southeast quarter of the Southeast quarter of .Ud SectiQn 15; thence along said West line, North 01 degreo 49 minutes 58 seconds Bast 787.78 met to an iron pin on the Southerly right-of-way of a frontage ioad; thence along said right-of-way South 89 degrees 53 minutes 28 seconds East 348.50 reet to a point on the said Southerly right-of-way; thence South OS s 56 minutes 32 seconds Bast 146.91 feet to a point; thence South 76 degrees 2S minutes 28 s nds West 62.58 feet to a oint; thence. outh 06 degrees12 min:u.. 00 s l1ds B-.242.80 Iect.to a point;.thence North 89 degrees _4.3 minutes 00 seconds Bast 143.17 feet to a point; tbonce South 01 degree 42 mlnutea.S9 sooonds West 382.99 feet to the point of beginning, containiug 322,078.7215 sqfeet. 7.39391WI'0i, mm or Jess. |
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EXHIBIT A-15 TA Council BlufTs 3210 South 7th Street Council Bluffs. IA That part of the NW -1/4 of Sed!on 12,TOINI"ISNp 74,Range +1, desalbed as fullows: : Commendng at tte Sou st comer of the NW 1/4 of said SectiOn 12; tnente Nortfl1317.s i ·l'eet; lhence S 89 degrees 23 mklutes 20 secondsW 631.8 feet to the point of beglnMlg; thence . 5 89 degrees 23 minutes 20 secondsW 1091.8 teet; lhence S 00 aegree.s 04 minutes E 260 feet; d1enoo N 89 degrees D minutes 20 seca1ds E 1275.8 feet; thence N 35 degrees "9 minutes 20 seconds w 31 .8 teet to the pOOt of begfnn(ng;eJCtept: lhat part desa1bed as10IIons;1he South ·20 feet of the West V6.0 feet r:l the East 378.0 reet and1he East 10feet,. as measured aloog \fie South Hof subject property.· ,. AND . P!Ht of the W 1/2 NE l/4 NW .1/1ofSedion 12, Township 7; Range 44, Po le County, ·Iowa,more partlcularty described as follows: . . Commencing at the NorthWest OliTief Of the W 1/Z HE 1/4 NW I/4 of the said Sed1on 12, and i .[ · running thence South along thewest line of the said w 1/2 NE 1/4 NW 1/i a dlstDrtce or 687.75 feet to the point Of beginning, dlenc8 South along the same lne 62J.25·feet; thence N 89 degrees 39 minutes E 592.0 teet, thence N 1degree 17 minuwsW 153.8 feet, thence N 35 I I degrees Z8 mfnutes w 119.8 feet, lflence fbthwesterty·396.11feet along"1970 root radius · one whose 395.88 root dlOn:l rs 29 degreeS 42 rn1nut:es W, thence west 305.48 feet to !he point ot beglnnlng,Pottawattamle cwnty, rowa. AlSO DESCRIBED AS FQU.OWS: COMPOSITE LEGAL DESCR ON: Parts of tl)e SN 1/4 l/4;SE l/4 NW 1/4 and NE 1/4. NW f/4 all In Section 12, Township 74, I Range 44,oiy of OJuod Bluffsr. Potmwattemle County, rewa (lying North or 32ncl Avenue l!lnd I· between South 7th S!ree1; and 9th Street), desqlbed as follows: I· I t Commendng at lhe Southeast comer NW 1/4 of said SedJon 12, tllence along the East line NW 1/4 NOrth 1317,5 feef(caU), iher1a!S 89 degrees 23 nfnuCes 20 secxiOds W 63LSO l'eet to the Westerly R.O.W.SouV17\h Street lll1d the point ofthence olong said R.O.W.S 35 degrees 37 mlnutl!S 20 secotl!1$ E 165.08 feet, thence.along the West 1ne of an eccept on paJa!J s o deg09 minutes 49 seconds E 74.11feet tD a pOint of cuva1l.lre, Sautlnwsterfy on a 50.41 rdot radus aave to the right an an: length af 78.79 feet (chord S 44 degrees 361111nu1x$ sose_amdsw 71.01 feet) tothe NOrth R.o.w.of32n:f Awnue,. thence along !iilld R.O.W.S 89 degrees 23 minutEs 16 secondsW.1138.33 feet to lhe East R.O.W.Of SoUth 9th Street, .Ulence along safd R.O.W.N 0 degrees 03 ml!'llb532 secmfs W 259.351'eet (Deed "' N 0 degrees 04 mklutes W 260 feet), thence N 89 degrees 23 minute$ 20 setoods E 400.31feet (Deed "' 400.0 feet),lhence N 0 dCgrees 04 rnlntJtes 06 seomds W 623.92 feet (Deed == North t 623.26 feet), thence N 89 degrees15 mlnUleS14seconds E305.55 feet (Deed c: East 305.'18 feet) to the Wesrertv R.o.w. or Sou1fl7th Sb'eet In a wrve, thence SouU1easteJ1v on a 1970.00 root r,dius tuJVe to the lett cimc:ave Hortheastet1y an arc dlstancx! Qf 396.62 feet with a dlof'd bearing S 29 degrees 50 ritlnutes Z9 seoonds E 395.95 feet (Deed = 39&.141'eet and a chord of S 29 rees12 minutes E 395.88 feet), l:hena! S 35 degrees M minutes '18E 149.n feet (Deed "" S 35 degrees 28 IJ1fnub!s E 149.8 feet);lhel1ce S 1degree IS mlnules 00 seconds E 153.10 feet (Deed = S 1degree 17 minutes E 153.8 feet), thena! N 89 degrees 23 minutes 20 seQmds E !9.80 feet to the point of beginning. Bearings are.l!Q5ed upon an orfglnal deed assu,mng the East Rne rm 1/4 Settlon 12, Townstllp . 74, Range 44 Is beaMg North-South. . |
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EXID!J1T A (Cont.) EXCEPT lHE FOLLOWING DESOUBEO PARCElS A and B: Part:el A: Patt cf tf1e SNl/"r NWl/4ln secUon 12 TOWASfllp 71.North Range-14 West or.the 5th P.M,aty of Council Bluffs, Potta mle axurtv, Iowa; desalbed as follows: · .toml'nenCfng at the southeast COOll:!r N'N 1/4 of said 5edlon 12, thence along the East line NW · 111North 1317.5 reet (deed .tall), thence s 892J minutes ;zo seams w 631.80 reet to : the westerly rfqht of way of South 7th Street, tt1eJIC2 along said of'WI s 35 degrees 37 · llllnUes 20 secoods E 165.08 feet, thence So degrees 09 J'J1inUtes 49SIBall1ds E 74.11feet to a point of OJMtul'e, thencr=. on a 50.1r1oot radius ane the'rfght en arc length · ()( 78.79 feet (dlord bearss +t degrees 36 minUtes so seconds w 71.01feet).to the 'fOrth rtgtt of WilY of 32nd Avenue, thence along said rfght fl way S 89 degrees 23 minUteS 16 semnds W 737.98 feet In the point ot beglnrlng oo the f.ast 1ne of the SN 1/1NW 1/41n SedfoR 12·74-44. . thence wntfnue 011 north right of waY of 32ncl AYmUe S 89 degrees 23 rmMI!!5 16 seoond5 W 400.35 f'eet to the East lfght rlMf of 5oulh 9th street. thence along 58tf rfght of way N 0 degrees 03 minutes 32 semnds W 259.35 _(deed "'No degrees 04 mlnuCes W 260 feet), thence N 89 degrees 23 mfnules 20 seconds E '100.51feet (deed ;: 400.0 feet) to tile Northeast Comer of the sw 1/1NW 1/1, thence along the East nne of the sw 1/1NWl/1 so degrees O<t NOte:·Bearfngs for the.above Para!! A desQIJXIOtt are assumed and based on a SUJVeV by Kenny's 5urvevlng fur the National Auto{Trudc Slrlp dated '1/25/93. mtootes 06 seoonds E 259.34 feet to the pdnt of beginning. · Pared B: Pait of the NOJ1heast Quarter of lhe Nol1ttWest QUarter·and the Soqtj';east Quarter of the NorthWeSt Quarter of Section 12.TO\NnShlp 74 North, Range 4'f West tif the 5th P.M., Pottawattamle County, Iowa, more partku!ady desol>ed as follom: Commencing at the Southeast mrner or the Nortfwiest Quarter d said Sedfon 12; tflence Nofth 0 degrees 00 .I minutes 00 seconds fast 1,663.98 feet; Ulertce Soutft 89 deQJees1208 seoonds West sn.&J reet mthe pdnt ot beg!nrlng; tfleniE South 891fegrees 12 mlrJtes os seaJnCb west 451feet; thence North 0 de!Jees 04 mfnttes 06 semnds West 2?9.00 feet; thenceNorth 89 degrees 47 ll'IIIUes 47 secl:1flds East 305.61feet; tflel'lm along a 1970.00 foot radius QJ\'1! lo the lett an an:lel19fh or - .25 feet, YMh" chord of !iOUUl 28 degrees 32 mll'lt.IIDS 51&eCXlMs · East 305'.91 feet to lhe pownt of beginning.Note:The EaSt line of 1he Nof1ltweSt Quarter of Sed!on 12,Tawnstllp 74 North, Range 44 West Is i!S5tU11ed to bear North 0 degrees 00 mlntlles · 00 secnnds Ea5t. · · .. |
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EXHIBIT A-16 Greenwood, LA 8560 Greenwood Rd. Greenwood, LA 71033 Real propet1y in the City oi' Cireenwood. County of Caddo. State ni' Louisiana. described as rnllnws: Item l-Kelly"s Truck Terminal Tract-8560 Greenwood Road. Greenwood, LA: !\II that certain Int. tract or parcel of land situated in Caddo Parish. Louisiana, within the Corporate Limits oi'the City of Greenwood. being 17.244 acres orland, a part of the Southwest Quarter of Section 19, T 17 N-R 15 W. said 17.244 acres being more fully described as follows: Beginning at:;," iron rod found for corner ontl1e West line oi'Section 19. same being the East line of Section 24. Township 17 North, Range IIi West. being at the Not1hwcs! corner ni' a 1.523 acre tract described in deed to Neel Kamal, lnc.. recorded in COB 2746. Page I 94 of the Conveyance Records of Caddo Parish, Louisiana. being the Westernmost Southwest corner of the herein described tract. same being on the East line of that certain en!led 14.395 acre tract described in Redemption nl ,.\djudicated Property and recorded in con 21159. Page li77 of said Conveyance Reconls. and being the East line oi'l.ol 14 ofthc J.v1. Dunn i'at1ition CIS recorded in Plat Ilook 250. l'agc 104 of said Cnmeyance Record,. said iron rod bears Nmth ]7"50'04" Cast-0.16 feet from a :l/R" iron rod l(nl!ld. and said beginning rod bears '-lurth I "27'52" [ast-1226.40 feet fi·om the Southwest corner of said Sect ion I 9: Thence Not1h 0 I 0 27'52" [a.st (culkd North 0 I o 15'23" East), with the East line of said Lot 14 and said 14.395 acre tract and said Section line. at 447.53 feet past the Southeast corner of a 20 )( 20 tract oi'land described in deed to The Village of Greenwood and recorded in COn I RRR. Page 605 of said Conveyance Rccords. and at 467.53 feet past the Northeast corner of said 20 x 20 tract, and continuing in all. 492.53 feet to a l/2" iron rod !(ntnd for corner at the Northwest corner of the herein described tract and a Northeast corner of said 14.395 acre tract. same being on the South right of way lim:of said Texas & Pacitic Railroad (a called 150 i'oot wide right of way): Thence in a Southeasterly dircction Jlong a curve to the right having a radius of 51i54.58 t'ocet. an arc length or 1534.ll.l feet (culled 1534.72 lect) and a chord hearing and distance of South 77"3ll"3S" East (called South 77°47'20" East)-1529.92 feet (called 1530.63 teet) to a concrde right of way monun1ent f'ouml f(lr corm:r at the Easternmost corner oft he herein desuibed tract. same being at the intersection of the Southwest right of way line oi'the Texas & l'acilic Railroad with the 1\mth 1·ight or way line oi"II.S. I !lv:. SO (a variable width right of way): I hence in a South\\<:stnly direction with the 1\orth right of way line of said L'.S. Hwy. 80. (I) South 71r03 '09" West (called South 70°20'1-1" West)-159.13 teet (called 15R.71i Ieel) to a 5/W' iron rod found in concrete !'or angle corner. (2) South 53°56'05" West (called South 53°48'01" West)-564..19 !'eel (culled 565.23 !Cct) to a concrete right of way monument found for angle cnrner. (.l) South 84"3 7' 19" West (called South 84°12·43" West) - I CJ7.92 led (called 197.85 feet) to a concrete right or way monument found for angle corner. (4) South 7li 0 3ll'55" West (called South 7ll0 31i'l4" West)-206.45 lcet (called 205.63 ICe!) to a concrete right of way monument i(llmd for anl,\lc corner, and ( 5) South S I 0 20" 46" \Vest (called South R0°51 '54" West)-258.27 feet to a 3/W' iron rod f(lund lor comer at the Southernmost Southwest corner of the herein described tract and the Southeast corner of said called 1.52:1 :1ere !met: Thence Not1h J(J"I1"41i" West (called North IU 0 13'38" West). with the bstcrnmost East line of said 1.523 ucre tract. 35.03 teet (called 35.ll5 !'cet) to a '/2' iron rod found for comer at the Faslcmmost Northeast corner of said 1.523 acre tract: Thence South 81 ooo·44" West (called South 80051' 54" West). with the Easternmost North line of said 1.523 acre tract. 24.'10 feet (called 25 i'eet) to a l/2" iron rod l(nmd !(Jr corner at an inner ell corner or said 1.523 ucre truct: Thence North 00°59'56" \Vest (called North I0°13"3X" West). \\ith a middle l:ast line of said 1.523 acre Lmct. 279.40 feet (called 279.42 teet) to a I 12" iron rod found for corner at a middle Northeast comer of said 1.523 acre tract; |
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Thence South 80°34"29" West (called South 79°40"49" West). with a middle North line of aid 1.523 acre tract. 141.36 feet (called 141.47 feetl to a I" iron pipe found for corner at an inner ell corner of said 1.523 acre tract: Thence t'\orth 01 °45'28" F<Jsl (called North 01°15"23" East). with the Northernmost East line of SJid 1.5:23 acre tract. 50.96 feet (called 52.60 feel) to a Ii2" iron rod found for conwr at the Northernmost Northeast corner ol"said 1.523 acre tract: Thence South 79°50"55" West (called South 79°'-10"49" West). with the Northernmost North line of said 1.52] acre tract. 31.04 feet (called J I feet) to the point of beginning. Item!!-RV Park Tract-S590 Cirecnwood Road, Greenwood. LA: All thJt pat1 of Lot 14 nl" the .J. tv!. Dunn !::slate Partition as per plat recorded in Conveyance Book 250. Page 1 04 llr the Conveyance RL·cord.s (1 r Caddo PJrish. Louisi;tna. lying south of the south line of the T & I' Railroad and north of the north line of Interstate Highway 20 containing 16.04 acres. more or less: less and e:-;ceptthe following lvio (2) tract5: Tract 1: That certain tract or parcel of land containing 1.598 acres, more or less. in the southeast quarter (Sr:/4) of Section 2Y, Township 17 North. Range 16 West. Caddo Parish. Louisiana, together with all buildings ;tnd improvements located thereon and all rights thereto belonging, and being more particularly ckscrihed as fnllows. to wit: Beginning at a 1/2" iron pin set in the not1h right-ot w 1y of relocated !J.S.11iglnuly No. SO, said point of beginning being north 1 "15"23" cast R5S.Ii5 !eel l'mm the ScJutheast corner of Section 24. Township 17 North. Range lei \Vest. and in the east line of Lot 14 ol"thc .1. M. Dunn Partition as recorded in Book 250. Page I 04 of the Conveyance Records of Caddo Parish. Louisiana; thence with the nonh right-of-way of relocated U.S. Highway No. XO. the following course: South 82°47"36" wcst245.54 leello an iron pin: Thence north I a 15'23" east 260.09 feet to an iron pin: Thence south 8X 0 44"37" cast 102.6S leet to an iron pin: Thence nurth 1°15"23" enst63.00 feet to an iron pin: Thence north 79°40'.:JCJ" cast 143.1 feet to Jnail set in the e:.tstline of lot I.:J nfs: id .1. M. Dunn Partition: Thence south I '15'23" west with the cast line nfl.ot 14 nfsaid .1. M. Dunn Partition and cast line of Section 24. Township 17 Nor1h. Range 16 \\:est. 315.67 teet to a point oi'beginning. 1\ll he:.trings in this description arc based on Lambert Grid, Louioianu north zone. Being the same property conveyed to Shree Sai CoqJowtinn by deed recorded in Conveyance Book 2173, Page 317. Instrument No. 01016753 of the Ct,nveyuncc Records of CadJo Parish, Louisiana. Tract :2: A tract nf land in the southca'it quarter (SE/4) of Section 24. Tm nship 17 North. Range 16 West. Caddo Parish. Louisiana. more pat1icularly described a.s: Frnrn the southeast corner or Section 24. run north along tht: east section line of Section 2-l, a distance or 1.674.59 feeL tht:ncc run west 20 feet. thence run north 20 feet. thence run cast 20 teet to the ..:ast line of Section 24. thence nlll south along the cast line or Section 24. 20 lcct to the point of beginning: being the same propet·ty conveyed to the Village of Greenwood by Kelly's Truck Terminal. Inc. by deed recorded in Conwyance Book 1853. Page }4. Instrument No. H67969 of the Convey,mce Records of Caddo Parish. Louisiana. All as more fully ho\\n on that ccrlilin "i\LTA Boundary and As Ruilt Survey lor TniVcl Centers of America T ,ocated in I'art or the SW I /4 of Section I 9. Township 17 North. Range 15 West and |
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Part of the SE ... or Section 24. Township 17 North, Range 16 West. Caddo Parish". prepared by James Latson Souter. l'LS No. 04579, dated September 12. 2007. Item liJ-Servitude Interests ( 1) Easements and right ofwuy li1r the maintenance and usc of existing water lines reserved in Credit Sah: Decu with Wraparound Mortgage Provisions between Kelly's Truck Tcrminul. Inc.. et al anu Shrcc Sal Corporation dated October 16. 19!l4, recorded October 17. 191\4 as Registry Number 0 I 016751. oflicial records of Caddo Parish. Louisiana. (2) Rights and restrictions set forth in Declarations. Con nants. Restrictions. Easements and Agreements between Kelly's TrueTerminaL Inc.. eta! ami Shrcc Sui Corpmatinn dated October 16. 19S4. recorded October 17. 19R4 as Registry Number 01016754. official records of Caddo Parish. Louisiana. |
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EXHIBIT A-17 TA Monroe 1255 N. Dixie Highway Monroe. MI A parcel of land being a part of Private Oaims BO, 87, 351, 449 and 470 and being more particularly desoibed as follows: Commenting at the intersection of the centerline of Dixie Highway with the Westerly line of PriVate Oaim 80; thence North 23 degrees 37 minutes 00 seconds East,a measured distance of 1719.65 feet to a found concrete monument; thence North 67 degrees 57 minutes 00 seronds West,a distance of 181.50 feet; thence North 28 degrees 21 minutes 02 seconds East,·a measured distance of 1890.94 feet (previously recorded as 1891.52 feet);thence South 15 degrees 59 minutes 30 seconds East, on the Westerly right-of-way line of Interstate 75,a distance of 92.05 feet; thence Southeasterty on the Westerly right-of-way line of Interstate 75 same being a curve to the right,said curve having a radius of 3124.17 feet, an arc length of 1227.57 (previously being recorded as 1227.60 feet), a centralangle of 22 degrees 30 minutes 47 seconds (previously being recorded as 22 degrees 30 minutes 16 seconds),a chord beanng of South 05 degrees 36 minutes 20 seconds East and a chord distance of 1219.68 feet (previously being recorded as 1219.52 feet); thence South 11 degrees 52 minutes 29 seconds West, on the Westerly right-of-way line of Interstate 75, a distance of 268.00 feet;thence South 15 degrees 07 minutes 04 seconds West, on the Westerly right·of-way line of Interstate 75,a distance of 164.05 feet; thence South 25 degrees 54 minutes 12 seconds West, on the Westerly right-of-way line of Interstate 75,a distance of 164.05 feet; thence South 37 degrees 31minutes 47 seconds West, on the Westerly right-of-way nne at Interstate 75,a distance of 169.53 feet (previously recorded as 169.66 feet); thence South 42 degrees 42 minutes 44 seeonds West,a distance of 155.65 feet (previously recorded as 155.81 feet);thence Soutfl 48 degrees 52 minutes 00 seconds West, on the Westerty line of Interstate 75,a distance of 499.80 feet; thence South 42 degrees 06 minutes 32 seconds West,on the Westerly right-of-way line of Interstate 75, a distance of 151.70 feet (previously recorded as 152.24 feet);thence South 15 degrees 31minutes 44 seconds West,on the Westerly right-of-way line of Interstate 75,a distance of 152.24 feet; thence South 08 degrees 52 minutes 00 seconds West, on the Westeriy right-of-way fine of Interstate 75,a distance of 252.86 feet; thence South 39 degrees 30 minutes 45 seconds West,a distance of 207.29 feet to a point on the Northeriy right-of-way line of Dixie Highway;thence South 16 degrees 23 minutes 27 seconds East,on a fine being perpendicular to the centerline Dixie Highway,a distance of 50.00 feet to a Point on the centerline of Dixie Highway;thence South 75 degrees 36 minutes 33 seconds West on the centerline of Dixie j Highway,a distance of 520.95 feet to the True Point of Beginning. · |
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EXHIBIT A-18 TA Rogers 13400 Rogers Drive Rogers. MN Legal Description Lot 1,Block 1, Union Oil Service Plaza,Hennepin County,Minnesota; Less and Except: That part of Lot 1, Block 1, Union Oil Servi.ce Plaza,shown as Pclrt:el 18 on Minnesota Department of Transportation Right of Way Plat Numbered 27·58 as the same Is on file and of record In the office of the County Recorder In and for Hennepin County,Minnesota; |
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EXHIBIT A-19 TA Oak Grove 100 North Broadway Oak Grove. MO LOT 1, UNION 76 ADDffiON, A SUBDMSION IN OAK GROVE, JACKSON COUNTY, MISSOURI, DESCRIBED BY METES AND BOUNDS A5 FOLLOWS: BEGINNING A5 A POINT IN lliE NORlli LINE OF lliE NORTlfEAST 1/4 OF NORlliEAST 14 OF SECTION 32, TOWNSHIP 49, RANGE 29, 29.10 FEET WEST·OF TI-lE N.E. CORNER THEREOF, SAID POINT BEING ON TI-lE WEST UNE OF lliE RIGHT OF WAY OF STATE HIGHWAY H (OUTERBELT 24-E) (30 FEET FROM TI-lE CENTER LINE OF SLAB); THENCE NORTH 88" 59' WEST ALONG THE NORlli LINE OF SAID 114 OF Y4 SECTION 635.13 FEET; lliENCE DUE SOUTH PARALLEL TO lHE WEST UNE OF SAID RIGHT OF WAY 914.14 FEET TO A POINT ON THE NORTH UNE OF 11iE RIGHT OF WAY OF INTERSTATE 70 (135 FEET FROM CENTER LINE WESTBOUND SLAB); lliENCE EASTERLY ALONG SAID RIGHT OF WAY AND ALONG A CURVE TO lHE RIGHT (HAVING A RADIUS OF 34,512.46 FEET) 170.60 FEET TO A POINT OPPOSrTE AND 135 FEET NORTH OF STATION 1360+00 OF SAID INTERSTATE SURVEY; THENCE NORlli 86° 43' EAST 352.37 FEET TO A POINT OPPOSITE AND 160 FEET NORTH OF STATION 1363-:50 OF SAID SURVEY; lllENCE NORTI-l 40" OS' EAST 236.55 FEET TO A POINT OPPOSITE AND 190 FEET WEST OF STATION 18+5 OF STATE HIGHWAY H SURVEY; THENCE DUE NORTH 150 FEET TO A POINT OPPOSITE AND 190 FEET WEST OF STATION 20+00 OF SAID SURVEY; THENCE NORTH 24" 14' EAST 219.32 FEET TO A POINT OPPOSITE AND 100 FEET WEST OF STATION 22+00 OF SAID SURVEY; THENCE DUE EAST 70 FEET; THENCE DUE NORlli ALONG TI-lE WEST LINE OF SAID STATE HIGHWAY H RIGHT OF WAY (30 FEET FROM CENTER LINE THEREOF) 346.46 FEET TO THE POINT OF BEGINNING. ALSO DESCRIBED AS FOLLOWS: PART OF LOT 1 OF "UNION 76 ADDffiON", A SUBDMSION RECORDED IN PLAT BOOK 1-43, PAGE 105 OF TI-lE JACKSON COUNTY, MISSOURI RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORlli LINE OF THE NORlliEAST 1/4 OF lliE NORlliEAST V4 OF SECTION 32, TOWNSHIP 49, RANGE 29, 54.10 FEET WEST OF lliE NORlliEAST CORNER THEREOF, SAID POINT BEING ON THE WEST LINE OF THE RIGHT-OF-WAY OF STATE HIGHWAY H (OUTERBELT 24-E) AS WIDENED BY DEED RECORDED IN BOOK 1-1892 PAGE 583 OF THE JACKSON COUNTY RECORDS (55 FEET FROM THE CENTER LINE OF SLAB); lliENCE ALONG SAID WEST LINE AND ALONG THE NORTHERLY LINE OF THE NORTH OlJTER ROADWAY OF INTERSTATE HIGHWAY 70 THEN FOLLOWING BEARING AND DISTANCES SOUTH 02" 28' 32" WEST 347.25 FEET, WEST 30.00 FEET SOUTI--1 24" 14' WEST 219.03 FEET, SOUTH 15" 34' 12" WEST 200.74 FEET, SOUTI-l 33" 41' 21" WEST 89.56 FEET, SOUTH 52° 47' 13" WEST 89.58 FEET, SOUTI-l 65° l5' 18" WEST 32.49 FEET, SOUTH 86° 43' WEST 301.59 FEET, TO A POINT OF CURVE; THENCE EASTWARDLY ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 34,512.48 FEET AN ARC DISTANCE OF 170.59 FEET TO THE SOUTHWESTERN CORNER OF SAID LOT 1, THENCE ALONG THE WEST UNE OF SAID LOT 1 NORTH 00° EAST A DISTANCE OF 914.14 FEET TO TI-lE NORTHWEST CORNER THEREOF; lliENCE ALONG THE NORTH UNE OF SAlD LOT 1 SOUTH 68° 59' EAST A DISTANCE OF 811.13 FEET TO THE POINT OF BEGINNING. |
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EXHIBIT A-20 TA Ogallala 103 Prospectors Drive. P.O. Box 217 Ogallala. NE The land referred to is situated In the State of Nebraska, County of Keith and is described as follows: A tract of realestate located In Section 7,Township 13 North,Range 38,West of the 6th P.M., in Keith County,Nebraska, described more particularly as follows: Commencing at a pplnt on the east line of Section 7, Township 13 North,Range 38 West ofthe6th P.M. said point being 33 f et North of the East quarter corner of said Section 7, said point also being the point of beginning; thence continuing north on the east line of said Section 7,a distance of 584.2 feet to a point, said point being ori tf'!e South right-of-way line of Interstate Highway No.1-80; thence in a Southwesterly direction on a 1332.39 feet radius curve to the left,initialtangent of which forms an angle of 104"29' left from said East line a distance of 124.3 feet to the point of tangency; thence in a Southwesterly direction on tangent and on said South right-of-way line of 10ald Interstate Highway a distance of 213.8 feet to a point;thence left 3"29' and on said South right-of-way line of said Interstate Highway a distance of 824.0 feet to a point;thence left 50"24' and on said East right-of-way line of $aid Interstate Highway a distance o M19.3 feet to a point;thence left 106 23' a distance of 253.2 feet to a point; thence right 5"25' a distance of 127.4 feet to a point, said point being on the North right-of-way line of the present County Road;thence East and on the said North right-of-way line of said County Road a distance of 730.1 feet to the point of beginning and containing 9.2 acres more or less,together with all right, title and Interest of the grantor In and to any and all roads, streets,alleys and ways b9unding said premises. A parcelof land,located in Government Lot No.1in Section 8,Township 13 North,Range 38 West of the 6th P.M., in Keith County,Nebraska, described as follows: Beginning at the Southwest corner of the Government Lot No. 1 in Section 8; thence, along the west line thereof,NO"OO'E 33.00 feet to the intersection with the North line of the County road right-of-way,the true point of beginning; thence continuing NO"OO'E 558.36 feet to the Intersection with the southerly line of the 1-80 right-of-way; thence, along said southerly fine, along a curve to the east, concave to the south, with an initialradialbearing S14"38'26"E,a radius of 1332.39 feet,through a centralangle of 13"56'58",for an arc distance of 324.38 feet; thence,continuing along said southerly line,N85"02'20"E, 245.10 feet to a point which is 565 feet east from said west line;thence,along a line which is parallel with said west line, SO"OO'E 622.05 feet to a point on the North line of the County Road right-of-way;thence, along said North line,N89"58'30"W 565.00 feet to the true point of beginning,together with all appurtenances thereto belonging or in anywise appertaining, and all right, title and interest of grantor in and to any and all roads, streets and ways bounding said premises. All of the above described land being the same as follows: A tract of land in Section 7, Township 13 North,Range 38 West of the 6th P.M., In Keith County, Nebraska described as follows: Commencing at a point on the east line of said Section 7, said point being 33.0 feet North of the East Quarter Corner of said Section 7,said point also being the point of beginning,thence North 89"58' West on the northerly County Road right-of-way, a distance of 730.1 feet;thence North 84"32' West, a distance of 127.4 feet; thence North 89"58' West on a line parallelto the northerly County Road right-of-way a distance of 253.2 feet to the southerly right-of·way of Interstate Highway No.1-80; thence North 16"25' East on said right-of-way a distance o f119.3 feet;thence North 66"49' East on said right-of-way a distance of 213.8 feet; thence northeasterly on a 1332.39 feet radius curve to the right, the Initial radial bearing South 19"05'46" East,a radius of 1332.39 feet,through a centralangle of 5"16'39", for an arc distance of 122.72 feet to the east line of said Section 7; thence South on the east line of said Section 7 a distance of 558.36 feet to the place of beginning. A parcelof land located in Government Lot No.1In Section 8, Township 13 North, Range 38 West of the 6th P.M., Keith County,Nebraska,described as follows: Beginning at the southwest corner of the Government No.1 in Section 8, thence,along the west line thereof,North ooo East 33.00 feet to the Intersection with the north line of the County Road right-of-way, the true point of beginning, thence coritlnuing North 0"00' East 558.36 feet to the intersection with the southerly line of the l-80 right-of-way; thence, along said southerly line,along a curve to the east, concave to the south, with an initialradial bearing South 14"38'26" East, a radius of 1132.39 feet,through a central angle of 13Q56'58" for an arc distance of 324.38 feet;thence,continuing along said southerly |
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line,North 85"32'55" East,a distance of 242.28 feet; thence South 0"15'16" East a distance of 620.58 feet to a point on the north line of the County Road right-of-way; thence, along said north line,North 89"58'30" West a distance of 565.0 feet to the true point of beginning. 2 of2 |
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EXHIBIT A-21 TA Las Vegas 8050 Dean Martin Drive Las Vegas, NV LEGAL DESCRIPTION A PORTION OF THE SOUTHWEST QUARTER (SW Jl4) OF SECTION B,AND THE NORTHWEST QUARTER (f'M )OF SECTION 17, TOWNSHIP 22 SOUTH,M.O.M.,MORE PARTICUlARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOU111WEST CORNER OF SAID SECTION a, THENCE SOUTH 88"34'01" EAST ALONG THE SOUTH UNE THEREOF 704.35 FEET TO THE TRUE POINT OF BEGINNING ALSO BEING A POINT ON THE EASTERLY RIGHT OF WAY UNE OF INDUSTRIAl ROAD (80.00 FEET WIDE);THENCE THE FOLLOWING COURSES ALONG THE EASTERLY AND SOlJTHERLY RIGHT OF WAY LINE OF SAID INDUSTRIAL ROAD, NORTH 000'01 EAST,164.93 FEET TO A POINT OF CURVE, SAID CURVE BEING CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 385.00 FEET AND SUBTENDING A CENTRAL ANGLE OF 83°44'12";lHENCE CURVING TO THE RIGHT ALONG lliE ARC OF SAID CURVE, 562.67 FEET TO A POINT OF TANGENT;THENCE NORTH 83-44'13" EAST, 445.36 FEET TO A POINT OF CURVE,SAID CURVE BEING CONCAVE NORTHWESTERLY HAVING A RADIUS OF 610.00 FEET AND SUBTENDING A CENTRAL ANGLE OF 10"16'24; ffiENCE CURVING TO TI-lE LEFT ALONG lliE ARC OF SAID CURVE, 109.38 FEET TO A POINT ON THE NORTH LINE OF THE WEST HALF (IN) OF THE SOUlHWEST QUARTER {SW X) OF 1HE SOUTHEAST QUARTER (SE )OF THE SOUTHWEST QUARTER (SW YC) OF SAID SECTION 8;THENCE SOUTH 68"34'51" EAST ALONG THE NORTI-IUNE THEREOF,63.75 FEET TO THE NORTHEAST CORNER THEREOF;THENCE SOUTH 0"01'02" WEST ALONG THE EAST LINE THEREOF,78.27 FEET TO A POINT ON THE NORTHWESTERLY RIGHT OF WAY UNE OF THE BLUE DIAMOND OVERPASS OFFRAMP ALSO BEING A POINT ON A CURVE, SAID CURVE BEING CONCAVE EASTERLY HAVING A RADIUS OF 600.00 FEET AND SUBTENDING A CENTRAL ANGLE OF 03°37'52";THENCE THE FOU.OWING COURSES AlONG BLUE DIAMOND RIGHT OF WAY LINE, CURVING TO THE lEFT ALONG.lHE ARC OF SAID CURVE 50.70 FEET TO A POINT OF REVERSE CURVE, SAID CURVE BEING CONCAVE NORTI-IWESTERLY HAVING A RADIUS OF 600.00 FEET AND SUBiENDING A CENTRAL ANGLE OF 48°47'33"; THENCE CURVING TO THE RIGHT ALONG THE ARC OF SAID CURVE, 510.95 T TO A POINT OF TANGENCY; lliENCE OUlli 58"46'16" WEST, 214.70 FEET TO A POINT ON THE SOUTH UNE OF SECTION 8; THENCE CONTINUING SOUlli 58"46'16 WEST,564.47 FEET TO A POINT OF INTERSECTION W11H SAID EASTERLY RIGHT OF WAY liNE OF INDUSTRIAlROAD; THENCE NORTH 0000'01" EAST ALONG SAJD EASlmLY RIGHT OF WAY LINE,304.73 FEET TO THE TRUE POINT OF BEGINNING. FURTHER EXCEPTING THEREFROM THAT PORTION WHICH IS CONVEYED TO STATE OF NEVADA BY A DEED RECORDED OC'TOBER 13, 2004 IN BOOK 20041013 AS INSTRUMENT NO. 00616 OF OFFICIAL RECORDS, CLARK COUNTY,NEVADA. |
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EXHIBIT A-22 TA Bloomsbury 975 St. Rt. 173 Bloomsbury. NJ Legal Description ALL that certain lot, parcel or tract of land, situate arid lying in the Borough of Bloomsbury, County of Hunterdon, State of New Jersey, and being more particularly descnoed as follows: :rn,ACf I BEGINNING at a point in the Northerly right of way line of New Jersey State Highway Route 173 (variable width), said point being the intersection of same with the common line between Tax Map Lots 1 and 3, in Block .30, and from said beginning point nmning; (1) South 74 degrees 09.minutes 46. nds West along said Northerly right of way line of New Jmey State Highway Route 173, 6'/.22 feet to a cross cut set;thence South 78 degrees 58 minutes 20 seconds West along same, 198.05 feet to a point; thence South 72 degrees 42 minutes 03 seconds West along same, 102.29 feet to an iron pin set; thence (2) (3) South 56 degrees 24 minutes 07 seconds West along same, 53.89 feet to a point; thence (4) (5) Westerly along same, along a curve to the right having a radius of 17,155.76 feet, a delta angle of 00 degrees 20 minutes 20 seconds, and arc length of 101.43 feet to an iron pin set at a point of tangency; thence (6) South 78 degrees 59 minutes 54 seconds West along same, 188.50 feet to an iron pin set at a point of curvature; thence (7) Westerly along same, along a curve to the right having a radius of 1604.28 feet, a delta angle of 09 degrees 37 minutes 00 seconds, an arc length of26927 feet to a point; thence (8) North 11 degrees 45 minutes 15 seconds East along the common line between Tax Map Lots 3 and 4 in Block 30, 836.91 feet to an iron pin set in the Southerly right of way line of Interstate Highway Route 78 (300 feet wide); thence · (9) Easterly along same, along a curve to the left having a radius of 10,150.00 feet, a delta angle of 03 degrees 24 minutes 54 seconds, an arc length of 604.97 feet to an iron pin set; thence (10) South 76 degrees 56 minutes 38 seconds East along same, 77.01 feet to an iron pin set; thence (II) South 15 degrees 24 minutes 31 seconds East along the conunon line between Tax Map Lots 1 and 3 in Block 30, 463.37 feet to the point and place ofBEGINNlNG. BEING Lot 3 in Block 30 Tax Map Borough of Bloomsbury. l of2 |
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BEGINNlNG at an existing monument found in the Northeasterly right of way line of New Jersey State Highway Route 173 (variable width), said point being the intersection of same with the conunon line between Tax Map Lots 4.01 and 4 in Block 30, and from said beginning point rwming; (1) North 71 degrees 12 minutes 50 seco!!ds West along said Northeasterly right of way line of New Jersey State Highway Route 173, 212.88 feet to an iron pin set at a point of curvature; thence (2) Westerly along same, alaog a curve to the left having a rudius of 606.69 feet, a delta ang]e of 18 degrees 04 minutes 56 seconds, an arc length of 191.47 feet to the Musconetcong River; then (3) North 44 dtlgrees 54 ininutes 38 seconds East along the Muscotietcong River, 233.85 f t t() a point; thence · South 71 degrees 12 mirmtes 50 seconds East along the common line between Tax Map Lots 4.01 and 4 in Block 30, 298.22 feet to an iron pin set; thence (4) (5) South 18 degrees 47 minutes 10 seconds West along same, 180.00 feci to the paint and place of BEGIN'NJNG. BEING Lot 4.01 in Block 30 Tax Map Borough of Bloomsbury. 2 of2 |
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EXHIBIT A-23 TA Santa Rosa I -40 & U.S. 66. 54 & 84. Exit 277 2634 Historic Route 66 (I!C 69-Box 120) Santa Rosa. NM Legal Description Fee Simple Interest: Parcel One (1), being Lots Two (2) and Five (5), Block Fourteen (14) ofthe Irwin Subdivision, within Section 6, Township 8 North, Range 22 East, N.M.P.M., City of Santa Rosa, Guadalupe County, New Mexico, as shown on plat of survey, dated September 13,2000, by Wayjohn Surveying, Inc., as Project TA RESURVEYS. Parcel Two (2), being Lots One (1) through Four (4), inclusive, Block Fifteen (15) of the Irwin Subdivision, within Section 6, Township 8 North, Range 22 East, N.M.P.M., City of Santa Rosa, Guadalupe County, New Mexico, as shown on plat of survey, dated September 13, 2000, by Wayjobn Surveying, Inc., as Project TA RESURVEYS. Leasehold Interest: Tract 1: Lease dated April9, 1999 between J. Patrick White & Nancy White to Travel Centers of America, Memorandum of Lease in Book 65, page 644. The southerly portion of Lot One (1), Block Thirteen (13) and all of Lot One (1), Block Fourteen (14), Irwin Subdivision, City of Santa Rosa, Guadalupe County, New Mexico, as shown on plat of survey by Geometron Survey Systems, dated January 25, 1999, Drawing No. T-967-24-GU, filed in the Guadalupe CoWlty Clerk's Office on January 13, 1999, in Plat Book B, page 382. AND Tract 2: Lease dated May 9, 1988 between Elaine White, Sally Steele & J. Patrick White & Truckstops Corporation of America, Memorandum of Lease in Book 56, page 660, assigned to TA Operating Corporation at Book 60, page 818. Lot Three (3) and the northerly two hundred {200) feet of Lots One (1) and Two (2), Block Thirteen (13), Irwin Subdivision City of Santa Rosa, Guadalupe County, New Mexico, as shown on plat of survey, dated September 13, 2000, by Wayjohn Surveying, Inc., as Project TA RESURVEYS. |
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EXHIBIT A-24 TA Fultonville 40 Riverside Drive Fultonville. NY ,. Legal Description AllTHOSE TRACTS OR PARCELS OF LAND situate In the VIllage of Fultonville,County of Montgomery,State of New York being and more particularly des<;rlbed as follows: Beginning at a set Iron pin on the southerly line of Union Street where said southerly line Is Intersected by the easterly line of Schlote Avenue and running thenoi! from the place:or beginning along the monumented right-of-way line of the New York Thruway the foRowing three {3) courses: s 39" 12' 55" W, 347.68 feet;also along the Vdlage of FultonviHe-Town of Glen boundary line, to a set Iron pin; thence N 75° OS' 45" W, 158.00 feet to a concrete rtght-of·way monument;thence N 64" 51' 15" W, 343.98 feet to a set iron pln; thence N 45" 16' 20" E along the southeasterly boundary line of lands of Wayne and Oleryl Hazzard and along the southeasterly end of Center Street a distance of 143.98 feet to a found Iron plJ)e; thence N 39" 27' 15" E along the southeasterly boundary line of lands of Allan & Patricia Wlndover a distance of 359.58 feet to a set iron pin;thence S 49° 59' 20" E along the aforeSaid southerly line of Union Street a distance of 461.00 feet to the place of beginning. Being Parcel I, a portion of Parcel VI and a portlon of Parcel VIIas described In deed recorded In Montgomery County Oerk's Office in Uber 479 at page 96. Beginning at a set Iron pin on the westerly line of Schlote Avenue at a distance of 309.6 feet northeasterly along said westerly line from the Intersection of the westerly line of Schlote Avenue with the northerly line of Union Street, and running thence from the place of beginning N 59° 50' 15" W along the northerly boundary of lands of capitol Vial,Inc. a distance of 326.02 feet to a found Iron pin; thence along the southeasterly boundary line of other lands descrlbed hereon below the following three (3) courses:N 43" 15' 19" E,55.43 feet to a point; thence N 35° 24' 35" E,77.00 feet to a point;thence N 24° 52' 35" E,45.00 feet to a found Iron pin;thence along the southerly boundary line of l.ands of McDonald's Corporation and lands of Countryside Management Corp., Inc; the following two (2) courses: S 73° 26' 20" E,273.10 feet to a set Iron pin; thence S 54° 34' 20" E, 72.97 feet to a set iron pin;thence S 36° 53' 20" W along the aforesaid westerly line of Schlote Avenue a distance of 234.77 feet to the place of beginning. Being a portlon of Parcel III,a portion of Parcel IV and Parcel Vas described in deed above referenced. Beginning at a set Iron pin on the southerly line of Union Street where said southerly line Is intersected by the easter1y line of Schlote Avenue and running thence from the place of beginning N 37" 01' 55" E along the easterly line of Schlote Avenue a distance of 199.83 feet to a point; thence S 48° 07' 00" E, 7.62 feet to a point, thence S 39° 12' 55" W along the Village of Fultonville-Town of Glen boundary line a distance of 199.33 feet to the place of beginning. Being Parcel VIII as described in deed above described. |
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;I ·.·· Beginning at a set iron pin on the southerly line of Riverside Drive where said southerly line is intersected by the easterly line of Franklin Street,and running thence from the place of beginning 5 70<55' 20" E along said sautherly line a distance of 816.00 feet to a set Iron pin;thence running along the bOundary line of McOonald's Corporation the following four (4) courses:S 25° OS' Jon W, 239,50 feet to a found Iron pin;thence s 66° 29' 12" E,150.08 feet to a found iron pin;thence S 26° 50' 40" w, 50.34 feet to a found Iron pin; thence S 63° 56' 55" E,6.30 feet to a fourld Iron pin; thence along the northwesterly boundary line of other lands desctlbed hereon above the following three (3) courses: s 24° 52' 35" W, 45.00 feet to a point;thence s 35° 24' 35" W, 77.00 feet to a point;thence S '!3° 15' 19" W, 55.43 feet to a found iron pin;thence along the boundary line of lands of Capitol VIal, InC. the following ftve (5) courses: N 4?0 52' so W,42.41feet to a point; thence N 56° 43' 20" W,36.94 feerto a point;thence S 4Q 0 22' 20" W,6.80 feet to a point; thence N 190. ;3Q' OO" W, 6,6Q feettu a point;.theoce.s.o 30'.00" w,.62.2'1.feetto.a.polnt;.thenceN4B 0 42' 30" W along the boundary line of lands of Capitol VIal, Inc. and land of George Snyder or Fultunvllle Machine & Tool a distance of 18.43 feet to a point;thence continuing along the Snyder boundary line,aforesaid,the following four (4) courses:N 10° 32' oo W,63.90 teet to a point; thence N 49° 19' 00" W, 199.90 feet to a point; thence N 76° 49' 00" W, 108.50 feet to a point; thence s 37° 40' 00" W,120.10 feet to a point;thence N 51° 41' 00" W along the boundary line of lands of Donald & Ruth Stevens a distanCe of 180.20 feet to a point; thence along the boundary line of lands of Gerald & Christy Desmarais the following four (4) courses: N 34° 12' 00" E,15.00 feet to a point;thence N 42° 08' 00" W, 42.30 feet to a point; thence N 67° 59' 00" W,102.60 feet to a point; thence S 28° 50' 00" W,25.00 feet to a found Iron pipe; thence N 67° 59' 00" w along the boundary Jine of lands of Keith Bever a distance of 105.20 feet to a found iron pipe; thence along the bOundary line of other lands of George Snyder the following two (2) courses: N ooo 40' oo E,70.95 feet to a found Iron pin;thence N 54° 30' 40" W, 24.97 feet to a point; thence along the boundary line of lands of Perry & Martha Foundeur the following two (2) courses: N 35° 53' 40" E, 123.98 feet to a found iron J)ipe; thence N 53° 39' 00" W, 125.04 feet to a found Iron pipe;thence N 36° 19' 35" E, 223.82 Feet to the place of beginning. Begin a portion of Parcel X as described In deed above referenced and being lands as described in deed recorded In Montgomery County Clerk's Office in Uber 539 at page 180. |
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EXHIBIT A-25 TA Greensboro 1101 NC Highway 61 Whitsett (Greensboro). NC '. i'AACT I ..·:...:. ···'-:. BEGINNING AT AN BXI$TING IRON PIPE, SAID EXISTING IRON PIPE BEING LOCATED ATHE SOU HEAST 'NTERSECTION OF GREESON ROAD.& N.C. HWY. 161; LINE OF N.C. HWY. #61 382.8 FT. TO A POI_NT BEING ON THE NORTHERN THENCE RUNNING ALONG THE EASTERN RIGHT-OF-WAY SOUTH 17 D GR:EES, 00 MINUTES & 01 SECOND WEST ALONG SAME SAID RIGHT-qF-WAY, ALSO SAID POINT RIGHT-0 -WAY LINE OF PACS DB.IVIII THENCE CONTINfJING AL(}NG THE NO THERN 00 MINUTES & 44 SECONDS TO THE RIGHT, THE RADIUS RIGHT-OF-WAY OF PACE DRIVE SOU.TH 69 DEGREES, EAST l.74 FT. rO A POINT THE P.C. OF A CURVS BEING 305 FT., THE CHORp BEING SOUTH. 48 DEG ES, 17" MINUT S, & 20 S.ECO.N. DS..E. AST--2-15,-85. E. T. ..TO. ..A POINT . THE P,T. OF. THE CURVE; .THENCE " CONTINUING ALCJNG SAME SAID R.%GHT-OF-WAY SOUTH 27-.DEGREES; 33 .MINUTES, ' 56 SECONDS EAST 73,68 FT. THE RADIUS BEING 225 FT., TO A E'OINT.-'l'HE P,C, OF-A CURVE TO THE LEFT, THE CHORD BEING SOUTH 40 DEGREES, 59 MJNUTES, & 09 SECONDS EAST 104.44 FT. TO A POINT THB P.T, OF THFJ CURVFJ,-THENCE CONTINUING ALONG SAME SAID RIGHT-OF-WAY SOUTH 54 DEGReES, 24 MINUTES, & 23 SECONDS THE RADIUS EAST 266.14 FT. TO A POINT THE P.C. OF A CURVE TO THE LEFT, BEING 295 FT., THE CHORD BEING SOUTH 68 DEGREES, 14 MINUTES, & 35 SECONDS EAST 141,10. FT. TO A POINT THE P,T. OF THE CURVE; THENCE CONTINUING ALONG SAME SAID RIGHT-OF-WAY SOUTH 82 DEGREES, 04 MINUTES, & 47 SECONDS EAST 256.27 FT. TO A POINT THE P.C. OF A CURVE TO THE LEFT, 19 CURVE; 34 4,555.68 FT., THE CHORD BEING SOUTH 83 DEGREES, THRADIUS BEING MINUTES, & 47 SECONDS EAST 198,76 FT. TO A POINT TilE P, T. OF THE THENCE CONTINUING ALONG SAME SAID RIGHT-OF-WAY SOUTH 84 DEGREES, & 47 SECONDS EAST 475,94 FT. TO A POINT; THENcE CONTINUING DEGREES, 38 MINUTES, & 11 SHCONVS EAST 931.19 FT. TO AN IRON ON THE SOUTHERN RIGHT-OF-WAY OF GREESON ROAD; THENCE MINUTES, NORTH 04 EXISTING CONTINUING ALONG SAME SAID RIGHT-OF-WAY SOUTH 89 DEGREES, 42 MINUTES, & 32 SECONDS WEST 312.50. FT. TO AN EXISTING IRON ON SAME SAID RIGHT-OF-WAY; THENCE CONTINUING ALONG SAME SAID RIGRT-:-OF-WAY NOR.Tlf 89 DEGREES, 14 MINUTES, & 31 SECONDS WEST 616.11 FT. TO AN EXISTING IRON PIPE ON SAME SAID RIGHT-OF-WAY; THENCE CONTINUING ALONG SAME SAID RIGHT-OF-WAY NORTH 88 DEGREES, 07 MINUTES, & 24 SECONDS WEST 175,78 FT.TO AN EXISTING IRON PIPE ON SAME SAID RIGHT-OF-WAY; THENCE CONTINUING ALONG SAME SAID RIGHT-OF-WAY NORTff 86 DEGREES, 31 MINUTES, $ 49 SECONDS WEST 397,98 FT. TO AN EXISTING IRON PIPE THE POINT OF BEGINNING CONTAINING 28.051 ACRES MORE OR LESS; THE SAME BEING LOT 1 OF THE PROPERTY OF PACE OIL COMPANY AS RECORDED IN PLAT BOOK 891 PAGE 36; SAVE AND EXCEPT THEREFROM THAT PARCEL OF LAND DEEDED TO THE DEPARTMENT OF TRANSPORTATION RECORDED IN BOOK 3683, PAGE 765, GUILFORD COUNTY REGISTRY. TRACT II BEGINNING AT A NEW IRON PIPE ON THE EASTERN RIGHT-OF-WAY LINE OF N.C. D1, SAID NEWIRON PIPE BEING A COMMON CORNER. WITH G. H. KIRKPATRICK, JR. ; THENCFJ RUNNING ALONG THE. NORTHERN LINE OF KIRKPATRICK SOUTH-30 DEGREES, 47 MINUTES & 49 SECONDS EAST 336,12 FT, TO A NEW IRON PIPE IN THE NORTHERN LINE OF THELMA T. WHEELER, THENCE ALONG THE NORTHERN LINE OF THELMA T. WHEELER NORTH 88 DEGREES, 49 MINUTES « 45 SECONDS EAST 145.14 FT. TO A POINT A ONG THE SOUTHERN RIG[fT-CJF-WAY OF PACE DRIVE; |
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Exhibit A Legal Description (continued) ·, THENCE CONTINUING ALONG THE SOUTHERN. RIGHT-OF-WAY OF PACE DRIVE NORTH 54 DEGREES, 24 MINUTES & 23 SECONDS WEST 68.31 FT. TO A POINT THE P,C, OF A CURVE TO THE RIGHT, THE RADIUS BEING 275FT!, THE CHORD BEING NORTH 40 DEGREES, 59 MINUTES & 10 SECONDS WEST 127,65 FT. TO A POINT, THE· P.T. OF THE CURVE; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF PACE DRIVEl NORTH 27 DEGREES, 33 MINUTES & 56 SECONDS WEST 73.68 FT. TO A POINT THE P.C. OF A CURVE TO THE LEFT THE RADIUS BEING 255 FT., THE CHORD BEING NORTH 48 DEGREES,, 05 MINUTES & 35 SECONDS WEST 178.84 FT. TO A POINT THE P.T. OF THE CURVE, SAID POINT BEING ALSO ON THE EASTERN RIGHT-OF-WAY OF N.C. HWY. 61, THENCE CONTINUING ALONG SAID RIGHT-OF-WAY SOUTH 17 DEGREES, 00 MINUTES & 01 SECONDS WEST 36,73 FT. TO A NEW IRON PIPE; THE POINT OF BEGINNING, CONTAINING 0.6754 ACRES MORE OR LESS; ALSO BEING PART OF THE PROPERTY OF PACE OIL COMJ?ANY AS RECORDED IN PLAT BOOK 89, PAGE 36; SAVE AND EXCEPT THEREFROM THAT PARCEL OF LAND DEEDED TO THE DEPARTMeNT OF TRANSPORTATION RECORDED IN BOOK 3683, PAGE 765, GUILFORD COUNTY REGISTRY. TRACT III BEGINNING AT AN EXISTING R/W MONUMENT, SITUATED EAST OF THE INTERSECTION OF THE UP-RAMP FROM THE WESTBOUND LANE OF INTERSTATE 85, ....:.. AND N.C. HIGHWAY .61, THENCE NORTH 07 DEGREES, 44 MINUTES, & 52 SECONDS WEST ALONG SAID RIGHT-OF-WAY OF UP-RAMP 93.24 FT. TO A NEW IRON PIPE ON THE .EAST RIGHT-OF-WAY LINE OF N.C. 161, THENCE NORTH 27 DEGREES, 13 MINUTES 6 12 SECONDS EAST 87.78 FT. TO A NEW IRON PIPE ALONG SAME SAID RIGHT-OF-WAY; THENCE CONTINUING ALONG SAME SAID RIGHT-OF-WAY NORTH 21 DEGREES, 12 MINUTES & 24 SECONDS EAST BJ.53 FT. TO A NEW IRON PIPE A COR.NER WITH PACE OIL CO.; THENCE RflNNING SOUTH 30 DEGREES, 47 MINUTES fr 49 SECONDS EAST 336.12 FT. TO A NEW IRON PIPE TN THE NORTHERN LINE OF THELMA T, WHEELER PROPERTY; THENCE RUNNING ALONG THELMA T. WHEELER'S NORTH LINE NORTH 77 DEGREES, 47 MINUTES & 03 SECONDS WEST 3.36 FT. TO A CONCRETE RIGHT-OF-WAY MONUMENT; THENCE CONTINUING ALONG THELMA T. WHEELER'S NORTH LINE SOUTH 87 DEGREES, 16 MINUTES 6 03 SECONDS WEST 191.97 FT. TO AN EXISTING IRON PIPE ON THE EAST SIDE OF THE UP-RAMP LEADING FROM INTERSTATE 85; THENCE CONTINUING ALONG SAID UP-RAMP NORTH 41 DEGREES, 11 MINUTES, fr 57 SECONDS WEST 20.84 FT. TO AN EXISTING RIGHT-OF-WAY MONUMENT; THENCE CONTINUING ALONG UP-RAMP NORTH 32 DEGREES, 30 MINUTES & 03 SECONDS WEST 39.32 FT. TO AN EXISTING RIGHT-OF-WAY MONUMENT, THE POINT OF'BEGINNING, CONTAINING 0.883 ACRES 2 of5 |
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Exhibit A . Legal Description {continued) :MORE OR LEss;· SAVE AND EXCEPT THEREFROM. THAT PARCEOF. LAND DEEDED TO. THE DEPARTMENT OF TRANSPORT.ATION RECO DED IN BOOK 3651; PAGE 704,. GUILFoRD COUNTY REGISTRY; THE SAME BEING THAT PROPERTY DEEDD TO PACE OIL C:oMPANY, INC. RECORDED IN BOOK 3673, PAGE ·zoj GUILFORD COUNTY . REGI.STRY Being the . ame as: .IR4CT 011£: . H£,1HNIHG U i .u.stfng. u'on pip;, In the ustl!rrlg t-ctr-wr line of H. C. Hlgfnrll' 61 (&(J n. rightoflfly) It its .tntersec;tton with ti!e soutfl f'ight-of..,way J.tne (60-ft,·.rfght-· .of-wtyJ Of lire son RI.SR ·JIJ65J And runs ·tht!Rj:.with thsoyth·rigltt·of-wly line or · Greeson Road South 86 degrees Jl 111r1utes 47 seconds Eut 397.98 reet to ap·ui:Uift!l Iron .:e.lp l;. ."I!CI.!<_on.t.!!!.\l.l!!i.J L fl.!.h1<1:11. !!. r_lgl!. -:P.f""'.r..\l.nJ. 9( Jir OUQII.&!JJI :SI1.u. IJ.Il4..4.tvrui .. u6 11 Autes U·seconds Eu.t 175,95 feet to ul-stlnv.lron Pipe; thence ·continuing with · ufd south rl9ht of·wr 1 fne of (:reeson Aood ·Sauth 89 degrees 17 iolnutes 29 seconds East U&.ll feet to ·an utstlng. Iron pipet thi<nt'o\ df!tlnu1nv· w1th (he so th ·rt' htof-wiy line of Greeson Road lbrth a9 degre s··45 fn t.e;;.:"?· > tonds rut 31Z,J2 het to 4n enHng Iron p'lpe In s-afd rl.ght-pf-way lin0.e4; dt!eJgJrIe;le·-s" iil1.o.tmh. inutes 5& seconds Wast 911.4.1 feet to a noll i.n.tlte edge of. t;.i! 1.1 \'t nt and·thnorth right-of-wa)< lina.(50-rt. rightof-way) of Poce Orfve; t 1'ie·s ,. ·.befng on th·r.crth side of lnte,lhtil 85; thence vlth the nortlr rlght-of-war.-ft :o(Pacbrlva.ll<:.-tl1·a!f. 9rees l4 .,fn ,;: s·.50 sel:'911ds llest 475 .94 feetto·an li-on i·o4. t}le···p:c. of: .;,.,.......ld curve '''"'}. a'dfus of . 45SS.68 feet and dtlt ·:..,·f i!' ·ai ··s JO lllil\llt >.; .tt:eoc'e with said.. ;,.·veii:; rthern r_r t or wthre, chord be f_rt. ·,t r ··.l degreeH id.r.ute50 seconds fi s! .1e ,16 feet:tin . Iron rod, the· P.t. '>.' .. l.a;curve; t nce dth.ch north rlgt.!:.. r·· .r ·line or...ace;.:Qrh ltlrth 8Z degrees (J.I .mlnut"s SO SeCO!l.H lle.t 56.27 reel !<> a· 'O·.> naif, r!<f.C. <>t a curvl!, Sdid cure i! ·ing a radfus <f·Z5 fet!t and a d iU of 7.7 degre s·10 :a,rh.lt'i!.l4 second; th o.with sld curveno,. '"'" rfght-of··ir II'"' tne cnord·bolng .,rth 68 degrees 14 ft\inute J7 second> I! H 141.11 feot to 1 1-on.rk on 1 tt:H vell, Hoe P.T. of said cur'le; t:':..rn<:e canUrr.,i'lg :Wit.'l the no .. tt :-! ht-:'!" ·'f4Y t{nr f J'act Or1 f! Harth 54 degrees 24 ,.fnutes Z6 HCon !lest 266.1) f'l :c· an Iron ro<l, th .c. of 1 curve, Slid curve hovln_g 1 ndl.os of 22) feH and1e]ta of 26 .:l rc! Sll minutes Z1 seconds; t ence with H.: r.,.rved n<:rthern rlg.\t-of-way 1lne, the :horbei.;North 40 de.gree58 minutes 59 so;:or.Js.li. $t ·104.45 feet ;·) r. Iron rod, te P.r. nr Hid curve: thence with the north rlgl>t;of-filly llne'ot i' ce V:-he North Z1 oegieU-}4 minutes 07 seconds \lest 7J,67 feet to an Iron rod, the.p,t;, of 1 curv. hovlng rldtus af ltl5 feet 1nd a ·delta of 41 degrees 26 a inutes lll.G nds; then ;t wiHid curved northe n. rlght af-way line, thchard being Hort/1. 6; art9' r.l!s lg 1111flules :!.!eijrills !lest 196,24 feet to an 1raa rod In said norther.''l¢tt'w!Jf.,w·y _linear. i:s .l t nectlon ,.lth the east right-or-war line o( H. C. Hlghwax·pl·;. ;,_,en.:e ·with ;ne."-f.lll r1;1rt-ofII&Y lln.e of H. c. l!ghw&y 61 .lbrt 16 ·degrees 54 111l. li{ 's.J7."fe!=OR,d .· £ai.t feet to &n exlstll f ht·:of Mif,,OQnleP,J.th. e Cllnt nut..r-'·IOilll,: .;east ri llt-o.f·w;. lint! of H. C. "lgh\la6.1 .horth 16 degrees l( Olll)UtQS _.10 .secolilf!!",£· H:;·ZJS.JZ f !K> t!', ·In h':in rod; thence otft.h u1d rlght f way line flo nth 7J *grces.O!) Oli!Ju.tU·IleH 2!1.;;1lO·.f!:lt to an Iron rod In the.eut rfght-.af.wly line of H, C. Highway 6h th' fiii w·! lit!iP. e' st'rl'}ht-or-way line of H. C. Highway 61 North H d cjree·s ·00 mln11s £n·t· !-_JS,l:f7t ..to the beginning, contllnlng Z8.U9 cres, JMre or less. TRACT 1110: . ·. . .. . ·. . a£.illtHlHG at.a.1.e _tst.-Ught·of Vay·CQrner ·In the east rlght-ofwly line of"· c. Hlgh ay · 11 6\ (CO feet f\':QIIi center), Slid nllllient being locued South 19 degrees 02 "lnutes 06 seconas llest Sl.JO .( t fr0111 an Iron rod at the Intersection or the cut rlqht·of-wayllne of 11. c. Hlgttwar 61 and the S011th rlght-ofway Hroe or PICe Oo'lvo &nd runs thence fran aid cnonulllt!nt rth 19 ·degreeosz ailnutes· 0& .st!conds rut Sl,JO ·feet to an Iron rod at the hta.rsection or_.the eut rl?ht-of·wlline or H. C. Hlghvay 61 and the south right-of-way line of Ptce Delve; thencl( wltlt the curved southern rlght-af-way line or P1ce Ortve, said curve hnlng .a radltlof 255. f"eet and 1 delta of 41 degrees 26 11lnutu 48 seconds, the chard being South 45 degrees JJ mlnu.tu ZJ secol)<h £aft 157,5J feet to 1n Iron r:od, t'!e P.T. of sal r1 curve 1 thence wl th the · auth rlght-of-wu .\ lne of Pate Orf ve South 27 degrees 'JJ aln.utes 51 .sec-o-nd's £ast 7J. 8 r. et to an· Iron rod, the· P.C. of 1 curv. said cui'Ve lwvfng a radius of 275 feet and a.delta or 26 degreu SO 111lnutes Z7 seconds; thence "' th the Curved southern r I gh t-o f-way 11 ne, the chord be I rig South 40 degrees 59 minutes ll seconds £ast 127.65 feet to an Iron rod, the P.T. of said curve; thence with the south right-of-line of Pace Orlve South 55 deg ees 09 minutes 07 seconds East 68.17 feet to tn exls t· ::rlghtr.of·way c·orna··South i!S degrees 48 1111nutas 47 se :onds feet to ari e:ls t. rf o;thtt.¢. IfI)' lllnutes 1C se nds West J07 JII.. ht·ofWil' of !-85); thence flO rth 0 degrees 58· . . e beginninll, ccntllnfng 0,63 lcre; more or..Jen .. |
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Exhibit A Legal Description (continued) Also_encurnbering the following described land to the extant not Lncluded in the Aforedesc ibed land: TRACT OtiC: tlEGiriNIIIG dt an ex1st1ng 1ron pipe in the eastern. right-o-f-way 1 ine of H. C. Hi7hway 61 (60-ft. right-of-way) at Its inte.-section with the south righ -pf-way line (60-ft. right of-way; of GreesOn Road (SR JU65J and rtflis thE!flce w th the south rfght-of-way line of Gn:eson lluad South 86 degrees 31 rainutes 47 secunds East 3g7 .98 feet to an existiniron pipethence. coritinuing with the south right-of-way ·I lne .of Gre son Road South !ill degre.es Ob minutes 16 secoqds East 175.95 feet to an existing Iron p1pe; thence continuing with· so1itl south right-of-way line of G·eeson Road South. G'J degrees 11 minut"'s 29 seconds East G16.1 J ·feet lo-an. existing iron fdpe; thence·continuing with the so·uth rlght-O"f-way line uf Greesun Road North 89 degrees 45 minutes 02 s. conds East Jl2.J2 feet to an-ex1st1ng · io·on pipe in said right-of-way 1 ine; 9Jl.'41 i"eet tu a nail in the edge uf ft. right-of-way} of Pace Drive, l.lte thence South 04 degrees 37 minutes 56 seconds 1/est the p-1\'"em iit.and the north right-of-way l!ne {50-sanre b itl_g. dn the north s·ide of fnterstate 85; thence with lire north right-ot'-way 1·ine uf Pacc.U!·Ivt:! l!orth fl4 degrees· 34 min. tes 50 seconds Hest 475,94 feet to an iron rod, t:ie ·"t .c:.or a o:ur-v·!!;_si".la curve hi'Jl!.itg o1 radius of 4555.68 feet and delta of 2 de;!· rJs 3_0 1:iin!Jtes; tlr ii::e "n'ith sailf(:u::v_ Cl north rn right of-way, the chord being North 6"l·:J o;·ees I'? tlin¢tei; !10 seconQ_!:· .:st 198./6 feet to an iron rotl, the r. r. of said c.l.lo··,re' thence ii Ut·"tfrnorth ri_g:it:;,<Jf'.:Cway l i11i. c:ir Par:e Drive llurth 82 degrees 04 minut ;; SO sr!t:onds H :it '25&.27 feet r o·t'Oil' na"i"f, t.he !'.C. of a curve, said curve having··adius of 5 f:!ct and a Llel ta ..:;f 27 degrl!e> {}minutes 24 seconds; thence with soi!i curvP.d 11ur:.he·rr right··of-·ay line, th£ cnord tieing North 68 uegrees 14 minutes J7 seconds 11 ;1. : :.11 fe :: (r., \ X-mdrk. on 3 ter.t well, the P.T. of said curve; thence contin11i!l; wi clt the noj.-th ri:;ilt-of-w y llni! r>f Pace Drive North 54 !.legrees ;:4 minutes 26 ;;ec(lr,ds \-ieSl 266.1:1 f:!et tu an jrn rod,the P.C of a curve, said cune having a radi:s oi' 22 feet 11:i -1 deltu uf 26 c!?.Cjrees 50 minutes 27 seconds; the r.hord being North 40 de'1rees 58· the P.T. of said curve; thence with thence with the curved nG;·thern l"i'Jt.t-uf-way lir.e, uoinutes S9 seconds West 104.45 ret tau irrr. r·i:Jri, the north riqht-of-way 1 inQ r.f !\H.;!! Drive ·vrth-l degrees J4 mi-nutes 07 seconds \lest 7J.67 feet to an iron rod, tht! P.C. of <!,r.urvt:, having a radius of JOS feet and a delta of 41 deyrees Z6 m i n tes. !l ·seco nlls; tftehce· ;d th said curved northern ri ghto f-way line, the chord being. No_ t..tiegrees 19 minlls 52 seconds West 196.24.feet to an iron rod in uf 16 said northern right;--of-way ,liflt,;t jl5 intei'Section with the east right-of-way line H. c. lllghway 61; them;e dt.h l!;e east right-of-way line of N, C. Htghway 61 North degrees 54 minutes J7 St!con15 Cast IJ.!ll feet I i11e of II. to an exlst.:rr;ight·.o .way corner.; thence C. lliguway 61 North 1b degrees zq minutes contlr ulng with the !iilst ·r·f ;ht-of-way 10 secumJs East 2JS.J2 l'tl .t to ,,IJ iro11 rod;_thence lith said right-of-way line Nor.th 7J roll iu the east right-of-way line of N. c.· uegrees 00 minutes lle·$t <!O,UO feel to an iron llighwtty 61; thence with the east riCJht-uf-way 00 minutes East 1J5.J5 feet to tire beginning, line of N. C. Highway 61 North 17-degrees containing i!8.U9 acres. more or less. J. |
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iRAC' NO: BEGIIINING at. an exist. flight of \olay Corner in ttie e·ast right-of-way line.·or H. c. lligh o ay 61 lJO fet fro enter), said monument being located South lY degfees 02 minutes Ob secon s Uest 3.30feet from .an iron rod at the inters.ection of the east right:.of-way line of N. C. 1!i9hway 61 and tlie south righ_t-of-way 1 ine of. Pace Drive and runs thence fr'Jm sail! monument iiorth 19 degrees 02 minutes 06 secondEast 5.3.30 feet to an iron rod at the intersection of the east right-of-way line of N.C. Hi-ghway· 61 and the soutn right-of-way line of Pace Jrive; thence with the curv·ed southern riqht of-way line of PacDnve, sa1d curve havin1 a radius of 255 J!!e.t 4!!.d.. i1 delta of ·41 degr.e!!S ·zs minu.tes 48 seconds, tne chord being ouch 5 degreesl3 minutes 23·5-econds E'asYT57.53 feat to an iron rod; th_e-.T. of said curv·e; thence with the south righf-of-wa} -line of Pace Drive South 27 degrees JJ minutes 51 seconds East 73.68 feet to an .trorl':·rod, the P,C. of a curve, said curve 50 minutes 27 seconds; thence bei,!l_g South 40 degrees 59 minutes having a radius of 275 feet and a delta of .2;tr...i1' 9t.ih wt tn tl1e curveel southern right-of-way lln!!·, 'th: d1ord lJ sec:Jnds E'ast 11'7.55 feet to an i_ro!):_r:q ;-_.,tt.E! P.T. o.[:_.s t.ia curve; thence with the south rignt of-1 ine of Pace Drive S9u{h.:S5>degrees· -!)9, 1i)it.:Jtes 07 seGo:!d, East 68,17 feet to dn exist. right of way cornP.ft :th ni:i.Sot.tth 8P...d' gi-2s 48 m1nute 41 seconds west 145 47 of 1-i Y-?.O:t:,; r· (right;.o:jf..: :iy\id 1-85}; the;-; North ::H{d grees :a· feet to :ntnu:es an e:o:ist. ril]ht 1! seconds '.lest J07.JB'f e·t to th.:t:.beg'iriiftr'ig, cont iliinq 0.63 acre, n:cre or less. 5 ofS |
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t<;XHIJ:HT A-26 TA Hebron I 0679 Lancaster Rd .. SE Hebron. OI-l ParcelOne Situated in the County of Ucking in the State of Ohio and in the Township of Unionand bounded and described as follows: Situate in the State of Ohio, County of Licking,TownShip of Union,being part of Section 16, Township 17,Range 18,Refugee lands and being part of Parcellas desaibed In a deed to Charles W. and Ethel S. Slater of record In the Deed Book 457,Page 442, Recorder's Office, Ucking County,Ohio and being more particularly described as follows: Beginning at a concrete monument at the intersection of the original center line of State Route 37 and the southerly right-of-way line of Interstate Route 70,also being In the westerly line of the said Charles w. and Ethel S. Slater tract of record in Deed Book 457,Page 442, said roncrete monument being 490.00 ft. southerly and as measured at right angles from the center line of Interstate Route·70 from Station 718 + 83.3; Thence N. 61° 09' 30" E. and along the southerly right-of-way of Interstate Route 70 a distance of 442.87 ft. to a wood stake set at an angle point in the southerly right-of-way line of Interstate Route 70,said stake being 240 ft. southerly from the center line of Interstate Route 70; Thence N. 7oo 40' 30" E. and continuing along the southerly right-of-way line of Interstate Route 70 a distance of 95.73 ft. to an Iron pin; Thence S. 2o 35' 30" W. a distance of 902.61 ft. to an iron pin; Thence 5. 34° 10' 30" W. and parallelto the original center line of State Route 37 a distance of 514.96 ft. to an Iron pin; Thence N. 75 11 43' 30" W. a distance of 585.19 ft. to a nail in the center line of the orfglnal State Route 37 and In the westerly line of the said Charles W. and Ethel S. Slater tract; Thence N. 340 10' 30" E. and along the original center line of State Route 37 a distance of 715.00 ft. to an iron pin set at an angle point in the original center line of State Route 37; Thence N. 2° 44' 50" E. and continuing along the original center line of State Route 37, the Westerly line of said Charles W. and Ethel s. Slater tract a distance of 347.49 ft. to the place of beginning,rontalning 14.560 acres;subject to all easements and restrictions shown of record, also Subject to all legalhighways together with an easement 20ft. In width extending from the southeasterly rorner of the above described tract southerly to the center line of South Fork licking River for the purposes of drainage from the above described 14.560 acre tract, the center line of said easement being more particularly described as follows: Beginning at a point in the southerly line of the above described 14.560 acres, said point being N. 75° 43' 30" W. a distance of 10.64 ft. from an Iron pin at the southeasterly comer of said 14.560 acre tract; Thence S. 34° 10' 30" W. a distance of 425ft. more or less to the center line of the South Fork Ucklng River,the point of ending of the herein described easements. Excepting therefrom, an 11.60 acre tract as shown as Parcel Four herein. Parcel Two Situated in the Township of Union, County of licking and State of Ohio: Situate in the State of Ohio, County of Ucking, Township of Union and being part of the Northwest Quarter of Section 16, Township 17, Range 18,Refugee Lands and being part of a 51-acre tract described in a deed to Gladys M. Keller of record in Deed Book 497, Page 390, Iof 5 |
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Recorder's Office, Licking County, Ollio, and being more particularly described as follows: Beginning at the southeasterly corner of the Gladys M.Keller 51-acre tract, of record in Deed Book 497,Page 390,said point being in ltle center line of Old State Route 37,also known as the Granville-Lancaster Road, said point also being 47.0 ft. r1ght of Station 49 + 40.5 from the relocated center line of State Route 37; Thence Westerly and along ltle southerly line of said 51-aae tract to Station 49 + 25.3 on the relocated center line of State Route 37; Thence Nortllerly,and along the center line of relocated State Route 37 to Station 54+ 40.5, said point being In the southerly right of way of Interstate Route 70; Thence Easterly along the southerly right-of-way line of Interstate Route 70 to a point In the original center Nne of State Route 37, said point being 141.1 It right of Station 53 + 60 from the relocated center line of State Route 37; Thence Southerly and along the easterly line of the said 51-acre tract,the original center line of State Route 37 to the place of beginning,containing 1.3 acres,more or less;subject to all easements and restrictions shown of record; also subject to all legal highways. ParcelThree Situated In ltle County of Licking in the State of Ohio and in ltle Township of Union and bounded and described as follows: Tract 1: Situated in the State of Ohio,County of Ucking,and Township of Union and being a part of Section 16,Township 17,Range 18,Refugee Lands and being a part of Parcellas conveyed to Charles W. Slater and Ethel S. Slater by deed of record in Deed Book 457,Page 'M2,deed record in the office of the Recorder of Ucking County,Ohio,and being more partirularly bounded and described as follows: Beginning at an iron pin at the southeasterly comer of a certain 11.600 tract; Thence from said point of beginning North 34 degrees 10 minutes 30 seconds East and along the Easterly line of said 11.600 Acre Tract, a distance of 514.95 feet to an iron pin In the Easterly line of said Tract; Thence South 12 degrees 04 minutes 52 seconds West,a distance of 452.83 feet to an iron pin; Thence North 85 degrees 04 minutes 30 seconds West,a distance of 195.21feet to the point of beginning and containing 1.007 acres. Tract II: Situate in the State of Ohio,County of Licking,Township of Unlon,and being a part of Section 16,Township 17, Range 18,Refugee Lands and being a part of Parcel 1as conveyed to Charles w. and Ethel 5. Slater,by deed of record in Deed Book 457,Page 442,records of the Recorder's Office,Licking County,Ohio,and being more partirularty described as follows, to-wit: Beginning at a point in the center line of State Route 37 and at the southwesterly comer of that certain 14.560 Acre Tract as conveyed to Union Oil Company of california by deed of record In Deed Book 565,Page 376, records of the Recorder's Offlce, Ucking County,Ohio; Thence from said point of beginning, s. 75° 49' 30" E. and along the southerly line of said 14.560 Acre Tract, as defined by an Affidavit of record In Miscellaneous Records 98934, Page 257 of the 2 ofS |
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above mentioned records, a distance of 585.19 ft. to an iron pin at the southeasterly corner of said 14.560 Acre Tract; Thence N. 85° 04' 30" W. a distance of 452.38 ft. to an Iron pin; Thence N. 48° 09' 25" W. a distance of 156.60 ft.to the point of beginning and containing 0.488 Acres; and subject to an easements and/or restrictions shown of record, also subject to legal right of way for State Route 37. Together with all appurtenances thereto belonging or in any wise appertaining and all right, title and interest of the Grantor in and to any and all roads,street, alleys and ways bounding the said premises. The above description as to ParcelNo. 1 being the result of a survey made by the Jennings Lawrence Company,by Lawrence Jackman,registered surveyor on July 19, 1971, and as to ParcelNo.2 from a survey made by the Jennings-Lawrence Company in May, 1971 and as revised by Harold F. McClory, Registered Engineer No. 4897 on October 5, 1971. Parcel Four Situated in the County of Ucking, State of Ohio, Township of Union: That certain t1act or parcel of land situate in Union Township,Ucking County, Ohio and being part of Section 16, Township 17, Range 18, Refugee Lands, and being more particula-rly described as follows: Beginning at a concrete monument at the intersection of the center line of original State Route 37 and the Southerly right-of-way line of Interstate Route 70; said concrete monument being 490.00 feet Southerly (as measured at right angles from the center line of Interstate Route 70) from Station 718 + 83.3; Thence North 61o 09' 30" East along the Southerly right-of-way line of Interstate 70 a distance of 66.00 feet to an Iron pin; Thence South 280 ST 30" East a distance of 786.00 feet to an iron pin; Thence South 340 10' 30" West and parallel to the center line of original State Route 37 a distance of 514.96 feet to an Iron pin; Thence North 75° 43' 30" West a distance of 585.19 feet to a nail in the center line of the original State Route 37; Thence North 34° 10' 30" East along the center line of original State Route 37 a distance of 451.52 feet to a point; Thence North 88° 32' 09" West a distance of 54.84 Feet to Station 49 + 25.3 on the center llne of relocated State Route 37; Thence Northerly and with a curve to the left having a radius of 954.93 feet, the chord of which bears North 170 20' 47' East,a chord distance of 37.37 feet to Statton 49 + 62.66 on the center line of relocated State Route 37; Thence continuing along the center line of relocated State Route 37 along a curve to the left,the chord of which bears North go 13' 30" East a chord distance of 349.46 Feet to Station 53 + 12.68 on the center line of relocated State Route 37; Thence North 5° 43' 30" East continuing along the center line of relocated State Route 37 a distance of 127.82 feet to Station 54+ 40.5 on the center line of relocated State Route 37, said point being in the Southerly rlght-of-way line of Interstate Route 70; 3 of5 |
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Thence South 54° 34' 10" East and along the Southerly right-of-way line of Interstate 70 a distance of 162.45 feet to a point in the center line of original state Route 37, said point being 141.10 feet right of Station 53 + 60 on the center line of relocated State Route 37; Thence North 2° 44' SO" East and along the center line of original State Route 37 a distance of 150.20 feet to the Place of Beginning,containing 11.600 acres; Together wltll an easement 20 feet In width extending from the Southeasterly corner of the above described tract Southerly to the center line of South Fork Ucklng River for purposes of drainage from the above described tract; the center line of said easement being more particularly described as follows: Beginning at a point in the Southerly line of the above described tract, said point being North 75° 43' 30" West a distance of 10.64 feet from an iron pin at the Southeasterly comer of the above described tract; Thence South 34' 10' 30" West a distance of 425 feet,more or less, to the center line of South Fork Ucklng River, the point of ending of the herein described easement All of the above-described parcels one through four being the same as follows: Being all of the 14.560 Ac.,1.3 Ac.,1.007 Ac. and the 0.488 Ac. tracts conveyed to the Pure Oil Company and Union OilCorporation of california; Situated in the Northwest Quarter of Section 16,Township 17,Range 18,of the Refugee umds, Union Township,Ucklng County, Ohio and being further described as follows: Beginning at an existing Concrete Monument on the South Right-of-Way Une of Interstate 70 at 490 feet Right of Centertlne Station 718+83.3 of Said Interstate 70;said Concrete Monument also being 133.3 feet Right of Station 55+10 of State Route 37 (1956 Survey); Thence with the said South Right-of-Way Une of Interstate 70, North 61 Degrees 30 Minutes 57 Seconds East,passing an Existing Iron Pin (5/8" Rebar) of 66.00 feet, a total distance of 443.30 feet to an Existing Iron Pin (5/B Rebar); Thence continuing with the said South Right-of-Way Une North 71 Degrees 00 Minutes 00 Seconds East 95.66 feet to an Existing Iron Pin 3/4" ld. Pipe); Thence leaving the said Right-of-Way line and with the East Une of the above mentioned 14.56 Acre tract South 02 Degrees 54 Minutes 53 Seconds West 902.41 feet to an Existing Iron Pin (3/4 ld. Pipe); Thence leaving the said 14.56 Acre tract and with the East Une of the above mentioned 1.007 Acre tract South 12 Degrees 23 Minutes 30 Seconds West 452.30 feet to an Existing Iron Pin (5/8" Rebar) on the North Une of a 2.073 Acre tract conveyed to 1-80 Investments Corporation by deed recorded in Offidal Record 69,Page 93 of the said County Records: Therice with the North Une of the 2.073 Acre tract and the North Une of a 2.5348 Acre tract conveyed to the said I-80 Investment Corporation North 84 Degrees 50 Minutes 00 Seconds West,passing an Existing Iron Pin (1/2" Rebar,of 220.00 Feet,a total distance of 647.69 feet to an Existing Iron Pin (1/2' Rebar-Bent); Thence Continuing with the said North Une North 47 Degrees 54 Minutes 55 Seconds West, passing an Existing Iron Pin (1/2" Rebar) at 101.14 feet, a total distance of 156.6o feel to a point in State Route 37; Thence with the center of Old State Route 37 North 34 Degrees 10 Minutes 50 Seconds East 451.43 feet to an Iron Pin Set (5/8" Rebar) at 47' Right of Station 49+40.5 or relocated State 4 of5 |
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Route 37 (1956 Survey) at the Southeasterly comer of a 51Acre tract conveyed to Gladys M. Keller as recorded in Deed Volume 497, Page 390 of the said County Records (Also the Southeast Comer of the previously mentioned 1.3 Acre tract); Thence with the South Une of the said Keller tract South 89 Degrees 42 Minutes 12 Seconds West 49.50 feet to a point in the center of relocated State Route 37 at Station 49+25.3; Thence leaving the said South Une and with the center of the relocated State Route 37 (and the West Une of the said 1.3 Acre tract) the next 3 courses and distances. I 1) with a rurve to the left having a radius of 954.93 feet (Chord Bearing North 17 Degrees 20 Minutes 47 Seconds East 37.37 feet) an arc distance of 37.37 feet to a point at C.S. Station 49+62.68 2) wlth a spiral curve to the left having a 6 Degree curve (Chord Bearing North 09 Degrees 13 Minutes 30 Seconds East 349.<18 feet) a splrallength of 350.00 feet to a point at S.T.Station 53+12.68 3) North OS Degrees 43 Minutes 30 Seconds East 127.82 feet to a point at the Intersection with the South Right-of-Way Une of Interstate 70; Thence leaving the said centerline and with the said Right-of-Way Une South 5<1 Degrees 3<1 Minutes 10 Seconds East 162.45 feet to an Iron Pin Set (5/8" Rebar) In the center of Old State Route 37 at 141.10 feet right of Centerline Station 53+60; Thence Continuing with the said Right-of-Way line and with the center of said Did State Route 37 North 02 Degrees 44 Minutes 50 Seconds East 150.20 feet to the Place of Beginning. Containing 17.3706 Acres (Total) with 2.2665 Acres in State Right-of-Way (State Route 37), Subject to all Legal Road Right-of-Way of State Route 37 and all other applicable easements. Also a 20 foot wide drainage easement as described and recorded In Deed Volume 565,Page 376 extending from the Southeast Corner of the 14.560 Acre tract to the center of South Fork Ucking River. 5of5 |
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J!,Atl1J:HT A-27 TA Kingsville 5551 St. Rt. 193 Kingsville. OH Legal Description Situated in the Township of Kingsville,County of Ashtabula and State of Ohio: being known as parts of Lots 17 and 18 in Kingsville Twp.,Ashtabula County, Ohio, and being more fully desaibed as follows: Beginning at a point where the center line of State Route 170 (now known as SR 193) is . intersected by the lot line between Lots 17 and 18,Kingsville Twp., said point being 657.41 feet southerly from the center line Intersection of State Route 84, as measured along the center line of State Route 170 (now known as SR 193); Thence running due South along the center line of State Route 170 {now known as SR 193), 894.45 feet to a point; Thence running N. 88 degrees 20' 30" W., parallel to the Northerly line of land now owned by W.A. & B.J. Mitrovich,30.01 feet to an iron pin in the westerly line of State Route 170 {now known as SR 193); Thence continuing In the same course 484:99 feet to a point; Thence running due South parallel to the center line of state Route 170 (now known as SR 193), 300 feet to a point In the northerly line of land now or formerly owned by Ira M. Miller; Thence running N. 88 degrees 20' 30" W. along Millers Northerly line 100 Feet to an iron pin; Thence runningS. 89 degrees '57' 10" W. along Miller's Northerly line no.87 feet to a point in the Northerly right-of-way of the Oeveland Electric Illuminating Co.high line; Thence running N. 70 degrees 56' 04" W. along the C.E.I.Co. high line northerly right-of-way line 534.25 feet to a point in the lot line between lots 18 and 19,Kingsville 1\vp., Thence running N. 0 degrees 03' 24" W. along the lot line between lots 18 and 19 Kingsville Twp. 30.n feet to an Iron pipe In the Southerly line of Interstate Route 90; Thence running Northeasterly along the Southerly line of Interstate Route 90,said line being a curve having a radius of 21,335.92 feet a chord length and bearing of 237.76 feet, N. 43 degrees 19' 06" E., an arc distance of 237.80 feet to an iron pipe in the Southwest corner of land formerly owned by G.A. Rexroad; Thence continuing Northeasterly along the Southerly line of Interstate Route 90, along a curve having an angle of 2 degrees 37' 50", an arc distance of 979.57 feet, a chord bearing of N. 44 degrees 57' E., a chord distance 979.49 feet to an Iron pipe;said Iron pipe being 150 feet right of center line station 371+100, center line survey by Ohio State Highway Dept,Interstate Route 90 I Thence running N. 52 degrees 19' 10" E. along said southerly line of Interstate Route 90, 544.21 feet to a point; Thence running 5. 0 degrees 07' 30" W. a distance of 210.41 feet to a point In the lot line between Lots 17 and 18, Kingsville Twp.; Thence running 5. 88 degrees 20' 30" E. along the lot line between Lots 17 and 18,Kingsville Twp.,575.45 feet to an iron pin In the westerfy line of State Route 170 {now known as SR 193); thence continuing in the same course 30.01feet to the place of beginning and containing 36.96 acres of land. A survey of this property was made by Jesse W. Hart, et al. All of above described land being the same as follows: Situated In the Township of Kingsviile County of Ashtabula, State of Ohio, and known as being part of Lots 17 and 18 of said Township, and further described as follows: Iof) |
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Beginning at a point in the centerline of State Route 193 at the intersection of the North line of Lot 18, said point known as Highway Station 197+72.67,being South 657.41 feet (deed & measured) from a o/4 inch diameter iron pin (found in a monument box) at the intersection of the centerline of State Route 84:Thence South (deed), along the centerline of State Route 193, 894.45 feet (deed & measured) to a point at the Northeast comer of lands deeded to J. Starzynski In Volume 697,Page 970 Ashtabula County Deeds. Thence North 88 degrees, 17 minutes, 52 seconds West-observed, (North 88 degrees, 20 minutes, 30 seconds West-deed),along Starzynski's North line and passing thru an Identified Iron pin (set at 75.03 feet) on the West line of State Route 193, 515.00 feet (deed and measured) to an Identified iron pin (set) at Starzynskl's Northwest comer. Thence South,parallel with State Route 193, along Starzynski's West line,300.00 feet (deed and measured) to an identified iron pin (set) at Starzynski's Southwest comer,also being on the North Line of lands deeded to Penn Ohio Plaza Inc. as Tract 2 in Volume 700,Page 238 Ashtabula County Deeds. Thence North 88 degrees,17 minutes, 52 seconds West-observed,(North 88 degrees,20 minutes, 30 seconds West-deed),along the North line of said Tract 2, 100.00 feet (deed & measured) to an identified Iron pin (set). Thence North 89 degrees, 58 minutes,31seoonds West-observed,(North 89 degrees, 57 minutes, 10 seconds West-deed), 771.58 feet-observed, (770.87 feet-deed), to a 1Inch diameter Iron pipe (found) at the Northwest comer of said Tract 2,also being on the northerly line of lands deeded to the Oeveland Bectric Illuminating Company. Thence North 70 degrees,53 minutes, 02 seooncls West-observed, (North 70 degrees,56 minutes 02 seconds West-deed), along the Illuminating Company's northerly line 534.40 feet observed,(534.25 feet-deed), to an Identified Iron pin (set) on the West line of Lot 18. Thence North 00 degrees, 03 minutes, 24 seconds West (deed), along the lot line,28.99 feet observed, (30.72 feet-deed), to an Identified iron pin (set) on the southerly line of Interstate 90. Thence in a northeasterly direction, following along the southerly line of Interstate 90,curving to the right, said curve having a radius of 21,335.92 feet,an arc distance of 1218.42 feet-observed, (1217.37 feet-deed), a chord distance of 1216.25 feet, bearing North 44 degrees, 37 minutes, 34 seconds East-observed, and passing thru a 1/z Inch diameter Iron pipe (found 0.45 feet southwesterly from) a point, which falls in a 12 inch diameter tree. Thence North 52 degrees, 19 minutes, 23 seconds East-observed,(North 52 degrees, 19 minutes, 10 seconds East-deed), along the southerly line of Interstate 90, 544.72 feet-observed, (544.21feet-deed),to an Identified iron pin (set) at the Northwest comer of lands deeded to Emro Marketing Co. in Volume 20,Page 1442 Ashtabula County Rerorder's general Index. Thence South 00 degrees,08 minutes, 25 seconds West-observed, (South 00 degrees, 07 minutes, 30 seconds West-deed),along Emro Marketing's West line, 210.41feet (deed & measured) to an Identified iron pin (set) at Emro Marketing's Southwest wmer. Also being on the North line of lot 18. Thence South 88 degrees, 20 minutes,58 seconds East-observed, (South 86 degrees, 20 minutes, 30 seconds East-deed),along Emro Marketing's South line,being the lot line, 565.44 feet to an identified iron pin (set);Thence, continuing In the same direction,along the lot line, 40.02 feet,to the place of beginning and containing 36.943 acres of land but subject to alllegal highways, more specifically being part of an easement to the State of Ohio,as Parcel No. 3, recorded In Volume 647,Page 211 Ashtabula County deeds, and further described as follows: Beginning at a point in the centerline of State Route 193, at the North line of Lot 18,being 2of3 |
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Highway Station 197+72.67: Thence South, along the centerline of State Route 193,894.45 feet to the Southeast comer of the abov scribed lands. Thence North 88 degrees, 17 minutes, 52 semnds West, along the South property line, 75.03 feet to an Identified iron pin. Thence North,169.55 feet to an angle point. Thence North 25 degrees,33 minutes, 54 seconds East, 55.90 feet to an angle point. Thence North,300.00 feet to an angle point. Thence North 26 degrees,33 minutes, 54 seconds East, 33.54 feet to an angle point Thence North, 70.00 feet to an angle point Thence East, 5.00 feet to an angle point Thence North,273.54 feet to a point on the North line of Lot 18. Thence South 88 degrees,20 minutes, 58 seconds East, along the lot line 30.01 feet to the place of beginning and containing 0.984 acres of lane!. Being the same properties deeded to the Union Oil Company of California by deed Volume 684, Page 497 of the Ashtabula County Record of Deeds. J ofJ |
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EXHIBIT A-28 TA Oklahoma City West 501 South Morgan Road Oklahoma City. OK Part of the East Half (E/2) of the Northeast Quarter (NE/4) of section Two (2), Township Eleven (11) North, Range Five (5) West of the Indian Meridian, Canadian County, Oklahoma, being more particularty described as follows: Beginning at a point located on the Noi'Uieast Comer of said Section Two (2); ThenSouth 00'"35'39" West along the East Une of said Section a distance of 647.0 feet and North 89°56'42" West parallel to the North of said Section a distance of 75.00 feet to the Point of Beginning; Thence from said Point of Beginning continuing North 89°5&'42" West parallel to and 647.00 feet South of the North One of saki 5ed:ionTWo{2) a distance of 1249.99 feet to the West line of said East Half {E/2) of Section Two (2); Thence South 00°2.9'52" West along said West line of the East Half (E/2) a distance of 683.99 feet to a point on the North right-or-way line of Interstate Highway No. 40; Thence North 89°35'09" East along said right-of-way line a distance of 888.53 feet; Thence North 78°16'33" East along said right-of-way line a distance of 127.48 feet} Thence North 89°35'09" East along said right-of-way line a distance of 235.88 feet to the West right-of-way line of Morgan Road; Thente North 0.0°35'39" East along said West right-of-way, said line being 75.0 feet West and parallel to the East line of said 5ectlon Two (2) a distance of 648.76 feet to the Point or Pface of Beginning. Together with a non exclusive perpetual driveway easementcreated in Warnntv Deed remrded In Book 446, page 360, more particularly described as follows: Beginning at a point located on the Northeast Comer of said Section Two (2),South 00°35'39.West along the East line of said Section Bl cfiSI:ilnc:e of 647.o feet and North 89°56'42 West parallel to the North of said section a distance of 75.00 feet to the Point of Beginning; Thence from said Point of Beginning continuing North 89'"56'42'" West parallel to and 647.00 feet South of the North line of said Section Two (2) a distance of 100.00 feet; Thence North 00°35'39" East a distance of 25.00 feet; Thence South 89°56'42" East a distance of 100.00 feet to a polt on the West right-of way line of Morgan Road; Thence South 00°35'39 West and along said West right-of-way line a distance of 25.00 feet to the Point of Beginning. |
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EXHIBIT A-29 TA Aurora 21856 Bents Road, NE Aurora (Portland). OR A parcelof land located in the Amable Arquait Donation land Oalm No. '15 in the Southeast one-quarter of Section 9,Township 4 South,Range 1 West of the Willamette Meridian,Marion County,Oregon and more partia.Jiarly described as follows: Beginning at an iron rod on the Easterly right-of-way line of County Road No.'125, said point being South 08°07'00" East along the centerline of said County Road a distance of 1,666.58 feet (the deed calls this 1,667.50 feet) and North 73°21'00" East a distance of 30.3'1 feet from the Southeast cor:ner of the David Crawford Donation land Oalm No. 41; thence continuing North 73°21'00" Ea5t a distance of 629.6'1 feet (the deed calls this 630.05 feet); thence North 30°08'00" East a distance of 721.88 feet (the deed calls this 722.11 feet) to a point on the Southerly line of that parcel of land conveyed to Louis N. Racette et al, and recorded in Volume269,page 508,Marion County Deed Records;thence North 73°21'00" East along the Southerly line of said Racette property a distance of 479.69 feet (the deed calls this 479.64 feet) to a point on the Westerly right-of-way line of Padllc Highway (Interstate No. 5);thence South 30°08'00" West along said Westerly right-of-way line a distance of t897.70 feet (the deed calls this 1898.17 feet); thence South 42°36'38" West,(the deed calls this South 42°36' West) along said Westerly right-of-way line a distance of 169.5'1 feet (the deed calls this 189.59 feet);thence South 46°20'55" West (the deed calls this South 46°19'00" West) along said Westerly right-of-way line a distance of 161.22 feet (the deed calls this 161.43 feet); thence North 59°54'00" West along said right-of-way line a distance of 104.21 feet (the deed calls this 104.28 feet);thence continuing along said right-of-way line Northwesterly along a 246.48 foot radius rurve to the right, through a centralangle of 00°40'02" an arc distance of 2.87 feet (the long chord of said curve bears North 08°29'44" West (the deed calls this North 08°28' West a distance of 2.87 feet); thence South 81°53'00" West along said right-of-way line a distance of 3.65 feet; thence North 59°54'00" West along said right-of-way line a distance of 7.17 feet to a point on the Easterly right-of-way line of County Road No. 425;thence North 08°07'00" West along said Easterly . right-of·way line a distance of 900.66 feet (the deed calls this 900.92 feet) to the point of beginning. |
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EXHIBIT A-30 Ti\ I farborcrcck -1050 Depot Road Eric (Harborcreek). Pi\ ALL THAT CERTAIN piece or parcel of land, Situated In the Township of Harborcreek,Coonty of Erie, Commonwealth of Pennsylvania1 being part oF Tract #193 and #194, and more fully bounded and described as follows( to wit: BEGINNING at an existing iron pipe at the intersection of the West line of Depot Road,Pennsylvania Route 531(S.R. 0531) with the North line of Interstate 90 (S.R. 0090),said existing Iron pipe being the Southeast comer of the parcel herein described; thence along the North line of Interstate 90 (S.R. 0090) South 63 degrees 52 minutes 08 seronds West a distance of 87.34 feet to a point;thef1ce continuing along the same by a curve to the lett having a radius of 1019.93 feet, an arc distance of 292.98 feet and a chord distance of 291.97 reet with a direction of South 55 degrees 38 minutes 23 seCDnds West to a point; thence continuing along the same South 47 degrees 25 minutes 11seconds West a distance of 670.03 feet to a point; thence rontinulng along the same by a rurve to the right having a radius of 1353.39 feet, an an: distance of 181.02 feet and a chord distance of 180.88 feet with a direction of South 51degrees 14 minutes 49 seconds West to a point; thence continuing along the same South 34 degrees 55 minutes 16 seconds East a distance of 42.93 feet to a point; thence continuing along the same South 58 degrees 32 minutes 46 seconds West a distance of 1425.52 feet to a point,being the Southeast comer of the lands of now or formerly Oifford A. and Patrida A. cass; thence along the lands of cass North 80 degrees 04 minutes 10 seconds West a distance of 486.91 feet to an existing iron pin;being the Southwest wmer of the parcel herein described; thence continuing along the same North 02 degrees 26 minutes ll seconds East a distance of 97.04 feet to an existing (disturbed) stone monument;thence continuing along the same North 00 degrees 15 minutes 24 seconds East a distance of 1153,48 feet to an existing iron pin; thence continuing along the same South 88 degrees 32 minutes 00 seconds East a distance of 1203.86 feet to an existing iron pin; thence continuing along the same North 00 degrees 36 minutes 28 seconds East a distance of 614.95 feet to an existing iron pin; thence continuing along the same South 88 degrees 14 minutes 48 seconds East a distance of 66.08 feet to an existing iron pin on the Westem line of lot #2 as shown on Plat of Survey entitled TRAVEL PORTS OF AMERICA,INC., SUBDMSION 1-97, dated June 1997 and recorded In the Erie County Courthouse in Erie County Plan Book _ page , thence along said Lot #2 South 01degrees 32 minutes 34 seconds West, a distance of 41.63 feet to an iron pin set,being the Southwestern corner of said lot #2; thence along the same and the North line a 50 foot wide right of way (for future dedication to Harborcreek Township for use as a Township Road) due East a distance of 545.25 feet to an Iron pipe set,being the Southeastern corner of said Lot #2;thence along the right of way for future dedication due North a distance of 20.00 feet to an Iron pipe set; thence along the Eastem line of said Lot #2 North 35 degrees 49 minutes 42 seconds West a distance of 398.31 feet to an iron pipe set; thence along the same North 00 degrees 22 minutes 50 seconds East a distance of 311.78 feet to an existing iron pipe being the Southwest c'omer of the lands of now or formerly Joseph Sklndelf; thence continuing along the lands of Skindell South 35 degrees 49 minutes 41 seconds East a distance of 687.61 feet to an existing iron pin; thence continuing along the same North 20 degrees 11 minutes 55 seconds East a.·distance of 511.35 feet to a point In the center of Depot Roap; thence by and along the centerline of said Depot Road South 69 degrees 48 minutes 05 seconds East a distance of 262.86 feet to a point;thence by the same South 66 degrees 22 minutes 00 seconds East a distance of 147.76 feet to a point; thence by the same South 54 degrees 58 minutes 15 seconds East a distance of 98.37 feet to a point; thence by the same South 35 degrees 46 minutes 30 seconds East a distance of 94.00 feet to a point;thence by the same South 12 degrees 34 minutes 35 seconds East a distance of 85.00 feet to a point;thence by the same South 01degrees 34 minutes 32 seconds West a distance of 206.78 feet to a point;thence by the same South 01degrees 35 minutes 38 seconds West a distance of 127.60 feet to a point;thence at a right angle to the centerline of said Depot Road North 88 degrees 24 minutes 22 seconds West a distance of 12.00 feet to a point; thence North 83 degrees 49 minutes 22 seconds West a distance of 46.00 feet to a point on the West line of Depot Road; thence along the West line of Depot Road South 06 degrees 11 minutes 39 seconds West a distance of 133.09 feet to an existing iron pipe and place of BEGINNING. CONTAINING 66.79 acres of land be the same more or less. I of2 |
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EXCEPTING THEREOUT AND TIIEREFROM THE FOLLOWING: 1. Deed from Travel Ports of America, Inc. to R.W. Sidley, Inc., recorded 1/27/1998 in Remrd Book 539 page 2051. 2. Deed from TA Operating Corporation to SKNM, Inc., recorded 11/24/2004 In Record Book 1192 page 1483. 3. Deed from TA Operating Corporation to Oeveland Brothers Equipment Co.,Inc., recorded 01/06/2006 in Record Book 1299 page 406. BEING Tax Parcel No. 27-D6'1-lll.G-013.00. BEING the same premises which Travel Ports of America,Inc.,a New York Corporation by Deed dated 11/20/1997 and recorded 11/21/1997 in the County of Erie in Record Book 530 page 1248, conveyed unto Travel Ports of America, Inc., a New York Corporation,in fee. AND the said Travel Ports of America, Inc., a New York Corporation,has since merged with and into TA Operating Corporation,a Delaware Corporation, by virtue of a Ceftlftcate of Merger dated 6/3/1999 and recorded 6/15/19991n Record Book 642 Page 2010. ZofZ |
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EXHIBIT A-31 TA Harrisburg 7848 LinglestO\Vn Road Harrisburg. P A Legal Description TRACT NO. I: AllTHAT CERTAIN tract of land situated in West Hanover Township,Dauphin County,Pennsylvania,as shown on the Survey as prepared by Roy M. Benjamin Associates,Inc., dated January 27, 1973, bounded and described as follows, to wit: BEGINNING at a iron pin at the intersection of the Western Rlght-Qf-Way line of a proposed service road and the Northern Right-of-Way line of Pennsylvania legislative Route No. 22006 (Traffic Route 39); THENCE exte ing (1) along said Northern Right-of-Way line of Pennsylvania legislative Route No. 22006 on a curve to the right, having a radius of 2,804.93 feet for the arc distance of 135.37 feet (chord bearing and distance of said arc being North 67 degrees 52 minutes 00 seconds West,135.35 feet) to a stake;THENCE (2) still along said Northern Right-of-Way line of Pennsylvania legislative Route No. 22006,North 66 degrees 29 minutes 30 seconds West,39.65 feet to an iron pin at the Southeast comer of lands now or formerly of Paul L Stough,et ux; THENCE (3) along said lands of Stough,North 29 degrees 02 minutes 43 seconds East,. 228.81feet to an iron pin in fine of lands now or formerly of Aorence Horton;THENCE (4) along said lands of Horton,South 89 degrees 00 minutes 00 seconds East, 200.00 feet to a post In line of land now or formerly of William M. Collis;THENCE (5) along said lands of Collis,South 05 degreeS 14 minutes 00 seconds West, 153.00 feet to an iron pin on the said Western Right-of-Way line of the proposed service road;and THENCE (6) extending along said Western·Right-of Way line of proposed service road, the following three (3) courses and distances: (a) South 85 degrees 53 minutes 00 seconds West 49.64 feet to an iron pin at a point of curve;(b) in a Southwesterly direction on a curve to the left having a radius of 80.00 feet for the arc distance of 91.40 feet (chord bearing and distance for said arc being South 53 degrees 09 minutes 20 seconds West, 86.53 feet) to an iron pin; and (c) South 20 degrees.24 minutes 20 seconds West, 48.00 feet to the point and place of BEGINNING. CONTAINING 1.225 acres. 'TRACT NO. II: AlllliAT CERTAIN tract of land situated in West Hanover Township, Dauphin County,Pennsylvania, as shown on the Survey as prepared by Roy M. Benjamin Associates, Inc., dated January 27, 1973, bounded and descrlbed as follows, to wit: BEGINNING at an iron pin at the Intersection of the Eastern Rlght-of-Way line of a proposed service road and the Northern Right·of-Way line of Pennsylvania Legislative Route No. 22005 (Traffic Route 39); THENCE extending (1) along said Eastern Right-of-Way nne of a proposed service road in a Northeasterly direction on a curve to the right having a radius of 40.00 feet for the arc distance of 45.72 feet (chord bearing and distance of said arc being North 53 degrees 11 minutes 00 seconds East, 43.24 feet) to an iron pin;THENCE (2) still along said Eastern Rlght·of-Way line of proposed service road, North 85 degrees 53 minutes 00 seconds East,feet to an iron pin in line of lands now or formerly of East, 43.06 feet to an Iron pin in line of lands now or formerly of William M. Collis;THENCE (3) along said lands of Collins,South OS degrees 14 minutes 00 seconds West, 56.16 feet to an iron pin on the said Northern Right-of-Way line of Pennsylvania legislative Route No. 22006; and THENCE (4) along said Northern Right-of-Way line of Pennsylvania legislative Route No. 22006,North 67 degrees 37 minutes DO seconds West, 77.28 feet to the point and place of BEGINNING. CONTAINING 0.06 of an acre. 'ffiACT NO.Ill: AllTHAT CERTAIN tract of land situated in West Hanover Township,Dauphin County, Pennsylvania, bounded and described in accordance with a Survey by Gerald R.Grove,Registered Professional |
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Engineer,dated July 9, 1979,as follows, to wit: BEGINNING at a point on the Northern Right-of-Way line of Route No. 39 (LR. 22006) at lands of Truck Terminal Motel of AmeriCa, Inc.;lliENCE along the same,North 00 degrees 10 minutes 02 seconds East, 136.66 feet to lands of Dauphin County IndustrialDevelopment Authorfty; THENCE along same, South 89 degrees East, 275.55 feet to an Iron pin;THENCE along the same,South 26 degrees 49 minutes 52 seconds West, 229.09 feet to the said Route No.39;THENCE along the same, North 67 degrees 10 minutes 54 seconds West,187.14 feet to the place of BEGINNING. CONTAINING .023 acres, more or less. TRACT NO. IV: AUTHAT CERTAIN tract or parcelof land situated In the Township of West Hanover,County of Dauphin, - Commonwealth of Pennsylvania, bounded and described as follows, to wit: BEGINNING at a point on the Northern Right-of-Way line of SR 0081 Interstate 81, said point being referenced 150.00 feet Northerly direction from Station 643+21.91of the South bound lane of Interstate 81;THENCE from the point ofbeginning along the Northern Right-of-Way Hne of Interstate 81, the following courses: South 46 degrees, 58 minutes,26 seconds West,for a distance of 121.91 feet to a point; THENCE North 43 degrees, 01minute, 34 seconds West,for a distance of 20.00 feet to a point; THENCE South 46 degrees, 58 minutes,26 seconds West, for a distance of 250.00 feet to a point; THENCE North 43 degrees,01minute, 34 seconds West, for a distance of 10.00 feet to a point;THENCE South 46 degrees,58 minutes, 26 seconds West,. for a distance of 450.00 feet to a point;THENCE South 43 degrees,01minute, 34 seconds East, for a distance of 56.64 feet to a point;THENCE South 50 degrees,38 minutes,09 seconds West, for a distance of 232.15 feet to a point;THENCE along Ramp "C' of SR 0061 Interstate 81,the following courses;TI-IENCE along an arc of a curve,curving to the right, having a radius of 1352.69 feet,an arc length of 332.68 feet, the chord of which being,South 57 degrees 40 minutes, 54 seconds West,for a distance of 331.{14 feet to a point;THENCE South 64 degrees, 43 minutes,38 seconds West, for a distance of 1373.66 feet to a point; TI-IENCE along an arc of a curve, curving to the right,having a radius of 520.00 feet,an arc length of 277.27 feet, the chord of which being,South 82 degrees, 00 minutes,03 seconds West, for a distance of 273.96 feet to a point;THENCE North 84 degrees, 43 minutes,33 seconds West, for a distance of 289.06 feet to a point;TI-IENCE along an arc of a curve,curving to the rlght,having a radius of 2756.93 feet, an arc length of 8.46 feet, the chord of which being North 78 degrees, 42 minutes,53 seconds West. for a distance of 8.46 feet to a point;lliENCE along a Right-of-Way of a service road that serviced part of this property, along an arc of rurve,curving to the right, having a radius of 40.00 feet, an arc length of 45.66 feet,the chord of which being North 44 degrees, 35 minutes, 27 seconds East, for a distance of 43.22 feet to a point; THENCE North 77 degrees, 17 minutes 20 seconds East, for a distance of 41.50 feet to a point; TI-IENCE North 01 degree,38 minutes,57 seconds West, for a distance of 40.76 feet to a point; TI-IENCE South 77 degrees, 17 minutes,20 seconds West, for a distance of 49.32 feet to a point;THENCE along an arc of a rurve, curving to the left,having a radius of 80.00 feet,an arc length of 91.46 feet, the chord of which being South 14 degrees, 32 minutes, 20 seconds West, for a distance of 86.56 feet to a point;THENCE South 11 degrees, 47 minutes 20 seconds West, for a distance of 47.93 feet to a point on the Northern Right· of-Way line of Unglestown Road (SR 0039);TI-IENCE in a Northwesterly direction along an arc of curve, curving to the right,having a radius of 2804.93 feet,an arc length of 135.30 feet,the chord of which being North 76 degrees 25 minutes, 12 seconds West, for a distance of 135.36 feet to a point; THENCE Nortti 75 degrees, 02 minutes,14 seconds West, for a distance of 225.90 feet to a point; TI-IENCE along land now or formerly of C&G Realty Co.,North 05 degrees,52 minutes, 51seconds West, for a distance of 1040.59 feet to a found iron pin; TI-IENCE along land now or formerly of Frank and linda Mediate, South 68 degrees, 56 minutes,33 seconds East, for a dlstance·of 525.29 feet to a found Iron pin; THENCE along same, North 79 degrees 53 minutes, 14 seconds East, for a distance of 1302.08 feet to a 2 of4 |
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found iron pin;TiiENCE along land now or formerly of Richard and aare Martin,the following courses, North 75 degrees, 37 minutes,55 seconds East, for a distance of 310.66 feet to a found Iron pin; TiiENCE North 70 degrees,18 minutes, 48 seronds East, for a distance of 91.21feet to a found iron pin; THENCE North 76 degrees,57 minutes,44 seconds East, for a distance of 809.85 feet to a found stone; THENCE North 74 degrees, 53 minutes, 46 seconds East, for a distance of 353.67 feet to a found stone; THENCE North 88 degrees 28 minutes, 41 seconds East, for a distance of 66.82 feet to a point, the Point of BEGINNING. CONTAINING 54.003 acres of land, ALSO BEING INSURED AS FOLLOWS: ALSO ENCUMBERING TI-lE FOLLOWING DESCRIBED LAND TO THE EXTENT NOT INO.UOED IN THE AFOREDESCRIBED LAND: ALL 11-iAT CERTAIN tract of land situated in West Hanover Township,Dauphin County,Pennsylvania,as shown on the Survey as prepared by Roy M. Benjamin Assodates, Inc.,dated January 27, 1973,bounded and described as follows, to wit: BEGINNING at a point on the Northern side of Legislative Route 1005,Interstate 81;THENCE North 02 degrees 23 minutes East, a distance of 240.00 feet: THENCE South 89 degrees 30 minutes West, a distance of 486.75 feet;THENCE North 01degree 30 minutes West, a distance of 810.15 feet; THENCE North 00 degrees 15 minutes East,a distance of 123.75 feet;THENCE South 60 degrees 30 minutes East, a distance of 549.95 feet;THENCE North 85 degrees 30 minutes East,a distance of 1617.00 feet; THENCE North 58 degrees 00 minutes East, a distance of 85.8 feet; THENCE North 82 degrees 00 minutes East,a distance of 841.5 feet;THENCE North 80 degrees 30 minutes East 1a distance of 346.5 feet;THENCE South 86 degrees 00 minutes East, a distance of 61.0 feet;THENCE along the Northern Right-of-Way of Legislative Route 1005,Interstate 81,by the following thirteen (13} courses:South 51 degrees 30 minutes West, a distance of 121.0 feet; THENCE North 38 degrees 30 minutes West,a distance of 18.0 feet; THENCE South 51degrees 30 minutes West, a distance of 250.0 feet; THENCE North 38 degrees 30 minutes West, a distance of 10 feet; THENCE South 51 degrees 30 minutes West, 450.3 feet;THENCE South 38 degrees 30 minutes East, a distance of 57.0 feet;THENCE South 56 degrees 57 minutes 25 seconds West,a distance of 267.04 feet;THENCE by a curve concaved to the North having a radius of 1335.00 feet, and an arc length of 233.16 feet 1 a central angle of 10 degrees 00 minutes 25 seconds,a tangent of 116.88 feet and a chord length of 232.88 feet; THENCE South 66 degrees 57 minutes West, a distance of 433.12 feet;THENCE by a curve concaved to the North having a radius of 2291.0 feet, an an arc length of 155.94 feet, a central angel of 03 degrees 54 minutes 00 seconds,a tangent of 78.00 feet,a chord length of 155.91feE!t;THENCE South 71degrees 51 minutes West,a distance of 737.68 feet;THENCE by a curve amcaved to the North having a radius of 820.00 feet, and an arc length of 375.92 feet,a centralangle of 26 degrees 16 minutes 00 seconds,a tangent of 191.32 feet and a chord length of 372.64 feet; THENCE North 81degrees 53 minutes West,a distance of 233.68 feet to the point and place of BEGINNING. CONTAINING 52.69005 acres. BEING Tax Parcel 68-020-011 BEING as to Tracts I, rr, and Ill the same premises which Truckstops Corporation of American, by Deed dated 12/09/1993 and recorded 12/15/1993 in Dauphin County at Record Book 2127 page 176,granted and conveyed unto TA Operating Corporation,a Delaware Corporation,in fee. BEING as to Tract IV the same premises which Truckstops Corporation of AmeriW,by Quit Claim Deed dated 12/09/1993 and recorded 12/15/1993 in Dauphin County at Record Book 2127 page 181, granted and conveyed unto TA Operating Corporation, a Delaware Corporation,In tee. 3 of4 |
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ALSO BEING as to Tract IV the same premises which BP Oil & Exploration Inc.,by Quit Claim Deed dated 12/09/1993 and recorded 12/15/1993 in Dauphin County at Record Book 2127 page 196,granted and conveyed unto TA Operating Corporation, a Delaware Corporation,in fee. ALSO BEING the same premises which BP Oil&. Exploration Inc., by Deed dated 12/09/1993 and recorded 12/15/1993 in Dauphin County at Record Book 2127 page 192, granted and amveyed unto TA Operating Corporation,a Delaware Corporation,in fee. 4of4 |
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EXHIBIT A-32 TA Knoxville 608 Lovell Road Knoxville. TN .. ...···. ... : oL'i'JNG KNOX ¢riu!tiY., A .wu\oH;JN tinHE RiGJri'-cF AY F · . ANO -HQlTtf'13 .02-QO E:AS1',397.lf£ET. ·FROM AN1ROtt PINTHIS'I'OtNl'Cf: -OF ROAD AND l.OVSJ,. ·24 SECONDS WEst ,· IioAD;.THENcE LFAVING5No·RtGifi"-af.WAY 5otmi 70 DID!.EES 10 211.74 FEET {P!J.m;J7>0 ilEtJl$ o40 MINUn;S WESr,lll.l.:J T(} AN P.IN : THENCE·r«lRlll-t3 :021 Mlll.lfB. 29 SEC;:dNoS Wl$1",36$.50 fEI:T.(PI.Anm NORTH 43 MINOt'ESwesr, 365.60 ·f£EO10ilf.lR.OH l'IN;1HENCe SOU11i 46 DEGU:ES 09 MINUTES 31SECONDS WEST, 150.08-RET( TTS> SOUTH 4651MrNUn;S WEST, 150.00 fEt:;llTO AN -IRON PIN; THEHa NOR:11f 43 fJEGf&S 21MINUTES 29 SEOlNOS WEST, 312.li:RET (P!AllS) NORTH 43 DEGRl:Es 09 MIHU1'ES WEST,312.18 FEI:1) 10 AN"IRON PIN;nt6NCE NOimt 40 --4!.--..-!9T@-. P .2.. - WEST,196.80 fEEl}TO ANPIN;1HetfCE HOR1H 32 DEGREES 33 MINU11!5 29 SfCONDS WEST, 381.87 r:EEf (PlAT'I):Q Nqtmt 21MINliTf!S WEST, L87 f£E1) TO AN IRON PIN 1ltENCl: NORTH 47 DEGREES 41MINUTES 00 SIDlMlS 890.87 FEET (PtATTB> NORTH 41 DEGREES 41 ... MlNl1fES EAST_, 890.87 TO AN IRONP;1ltEHCE SOUTnH DfSIU:es 47 MINUTES 36 SECONDS EAST, 572.21 ffET (PIAITED SOOffl 78 DEGREES 11 MINUTES fAST, 314.22 FEET)10 AN IRON PIN; lHENCf SOiini 4 DEGREES 40 MINtJl'fS 58 $nlNOS WEST,353.75 A:ET (PLATJB) SOUl1i 4 DEGREES 45 MINUTES WEST,363.50 REI) ALONG ntE fUQfT Of WAY OF IXirctfroWN R.OAD TO AN ·iRON PUI; THENCE LEAVING SAID RIGHT Of WAY fiORlli 88 Da1REES 20 MIN3G SECONDS WEST, 275.84 FEET (PlATTED NORTH 88 DEGREES 40 MINUTES WEST, 275.88 FaT) TO AN IRON PIN; lHENCE SOUTH 5 DEGREES 13 MINtrlfs 13SECONDS, 27p4 FfE:I"(PlATTED SOUT1i 1 DEGREES 55 MINUTES WESr, 273.70 FiEf) TO AN!RON PIN;'1lffNO: SOUTH 88 DEGREES 21 MINUTES 11SE<X>NDS fAST, 275,75 REf {PI.A"'(lm SQ(Jilf 89 OEGRefS-40 HINOTEs EAST, 275.88 R:E1) TO An IRONltl CESOU11i 5-DEGR.a:S 02 MU4urEs 58 SE00N0S WEST,625.72FEET (PlAlTED SOUTH 4 DEGREES 55MIH\116 WEST,632.00 f£ET) ALONG lliE RIGHT OF WAY OF DIJIUfTOWN ROAD 10 llif POINT OF BEGINNING CONTAINING 24.!il AOU:S MORE OR LESS AS SHOWN 00 SURVEY BY SIZEl40RE LYNCH SURveYORS, PRQJECT NO. 2164, DATID 10/"!93. ALSO ENCUMIJERING lliE FOU.OW£NG DESCRIBED LAND TO mE EXTENT NOT INCl.UOB) IN lliE AfORfDESClUf3ID lAND: SITUATE lN lliE SIXTH OVIL DISfRICT OF KNOX COUNlY,TENNESSEE, wmtOUT T1iE CORPOAATC · UMITS (lFnfE CITY OF :rENNaiEE, BaN(> A CERTAINOR PARCEL OF lAND LYING BETWIDILO\IELL R.<.l\0 AND DUT<HJOWN ROAD,AS SHOWN ON1HE MAP OF nfE SAME OF RECORD Uf CABINET E, st.{OE 908 (MAP BOOK 56-S, PAGES 51 AND 52), IN THE REGI51Et'S OFflCE FOR KNOX OOUfflY, TENNESSEE AND BEING MORE RJU.Y DESOUBED AS RID..oWS: |
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'AiJi ·PJN !NnfeWarmft.OFW.\v·O,:.oUltinowN· ;SAID·. Put. . . . ' toRHER10 I'RoPalTY()f! D AS!1Et:i'Qitti'l:iHWARIWifY DeS>. BooK 765, '.PAGE 431,lN m.; rtallSTER'S OffiCE A)J\tq.ioX·COUNlY .ANP' DISTANT Ill!<A· .·· .. N.ORniER}..Y a ;.lt7.3RET Amt1 -1-QfHr OF·ofDUTafTOWttANO .· LOVeUR. WM SJ\JD BEGIMNING PIN lEAVING1f1E RI<Jft-W YOF SAID ROAp . . ANDAJ..ONGll£ PARDJU. ;SOOJH 7G 10 24 ;211,71 ·. fm:TO AN IRQ'N.PJN IN 'lltl;110\!NDM'(OF1JEJIROPERriOFA$ seT fDimi INWAAAAN.1Y DEED BOOK 1t9lt PAGe S11N SAJD REGISTER'S Off'IC£;THENCe A1.0NG SW IIOOHOMY,N(Jimt 43 DE,GREES 21 MJI'I,II1:S 29 sE<;DNos WEST,35$..60 f£ETTONIROH PIN; THENcE SOU1tt 46 DfGReES.38 MllfU'rES 31SECDtlflS Wl!ST,150.00' FffT TO ANIRON PIH IN1He · 1UGI1TOFWAY·OF ROIID:Ali:ING!WDOFYIA.,Y,NOR11i 43· DEGREES 21 HINtJTES29SEOOHI)SWEST,3WI m:TTO AN,PIN; - DEGReS 4l·MINllfES ·sfOONDS'WE;Sr,'l96.8o-PeE'r10 AN'IRON MN; lli ce NOR1li 32 DEGReES 33 HINI:l15 29 SfOOti)S WEST, 381_.fEET.TO AN IRON PIN; TtlfHCE lfAVJNG Tt1E RIGHT·OF WAY Of SAID ROADN, OR'ffl41DEGREES 41MJNtl15 00 SEOJNDS I:AST,890.86 FEET TO ANIRON PIN;lliEHCE SQUTH Tl DeGREES 47 MINUTES 36 SECONDS .·5n.21FEEl' TO AN IRON PIN IN lHE WEST RIGHT Of WAY OF OU'iafrcwN ROAD; THENCE ALQNG.SAID RIGHT OF WAY, SOUTH-4 DEGRB:S 40 MJNtmS 58 SE<DIDSWEsT, 363.25 FEET TOM mON PIN, lHfNCE l.fAVING SAID RlliHT OF WAY AND ALONG1liE BOUNDARY OFlf.IC., AS SET FORTH IN WARRANTY OEED BOOK 2015,PAGE 1045,IN SAD>S OFFICE,·NORTN118 DfGREES 20 MINUTES 36 SECpNDS WEST, 275;84 FEer TO AN IRON PIN;1liENCE.SOUTH 5 DEGREES 13 MINI.JTCS lJ SECONDS WEST,273.74 FEET TO AR 1RPN PIN; ruENCE SOUTH 88 DeGRfES 21MINU1'511 . SECONDS EAST, 275.75 FeET TO AN IRON PIN IN llfE WE5I' RIGHT OF WAY OF DliTCHTOWH ROAD;. THENCE ALONG SAID RIGfT OF WAY, SOUTH 5 DEGREES OZ MtHUTES 58 SEOJNDS WEST, 63s:n FEET TO AN IRON PIH IN WE BOUNDARY OF ALBERT D. BARDD.L. ntE PlACE OF BEGI:NNING, OJNrAINING 24.53 ACRES;AND saNG HlX>RDlNG TO ntE SURVEY OF "fiONAL LAND · mSULRVEYING, INC., RI'OWID S. LYNOf, SOOVE'IOR, DATED 4·OCIOBER 193, DRAWING NO.93-08-01-tESS AND EXCEPT THAT PROPERTY AS OJNVEVID'TO KJi«Jx COUNlY, A GOVERNMENTAL ftmrt OF !I<NO'X COUNTY,lE'4NfSSEE BY CORPORATE WARRANTY DEED OF.REOJRD W DEED (I < CO K OOWU N TbYf . n:EoSiS ElEASMfjD TO S# . IN REGISTER'S OFft fOR KNOX COUNTY,TeN' . TlfERE IS AlSO CONIIEYEO.'#su;w[TK AN EASEMENT 30 FeET IN WIDTH FOR SEWAGe UNE RUNNING 100 FEET Al.ONG.l.OVEU. ROAD FROM 11JQI(E'( atEEI< OVER PROPERTY OF A.D. 8ARDIU, AS SHOWN 0H AFORESAID HAP Of REO:JfU). ' . . BEING ruE SAME PROPERTY AS CONVEYID10 TA OPERATING CORPORATION,A DElAWARE CORPORATION BY SPEOAL WARRANlY DEED FROM·BP EXPlORATION & OIL (NC., AN OHIO aJR.PORATION OF RECORD IN OEro BOOK 2126, PAGE 877 AtiD BY QUITClAIM DEED OF RECORD'IN DEED BOOK 2126, PAGE 881, tN 1lfE REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE. |
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EXHIBIT A-33 TA Baytown 6800 Thompson Road BaytO\vn. TX TRACT I: Being a 0.9451 acre tract or parcel of land, more or less, situated in WILLIAM HILBUS SURVEY, Abstract No. 336, Harris County, Texas, being out of Block One (1), Unit "D" of Elena Fruit and cotton Farms, a subdivision in Harris County, Texas, according to the map or plat thereof recorded in Volume 1, Page 48 and 49, of the Deed Records of Harris County, Texas, said Block One (1} being the same land conveyed by General Warranty Deed dated January 16,1935, to Clyde M. Harper and recorded in Volume 1001, Page 614, of the Deed Records of Harris County, Texas, said 0.9451 acre tract herein described being the same property conveyed to DECKER DRIVE INVESTORS, LTD by E. A Smith, Jr. in deed dated August 20, 1969, and recorded under County Clerk·File No. C969998 of the Real Property Records of Harris County, Texas, said 09451 acre tract or parcel of land herein described being mare particularly described by metes and bounds as follows: BEGINNING at a linch iron rod set in the southeast right-of-way line of Interstate Highway No. 10 at its intersection with the East right-of-way line of Thompson Road,-said intersection point being called South 00 deg. 40 min. 06 sec, Bast, a distance of 1, 31,41 feet from the Northwest corner of said Block One (1} unit "D" of Elena Fruit and Cotton Farms on the South right-of-way line of Ellie School Road; THENCE, North 33 deg.. 02 min. 49 sec, East, with the Southeast right-of-way line of Interstate Highway No.lO, a distance or 83.26 feet (called 83.2 feet) to a 1 inch iron rod set at a point of intersection in the Southeast right-of way line of Interstate Highway No. 10 for a corner of the herein described tract; THENCE, North 66 deg. 46 min. 30 sec, East, continuing with the Southeast right-of-way line of Interstate Highway No. 10, a distancof 140.48 feet (called 140,00 feet) to a 3/8 inch ron rod found for the Northeast corner of the herein described tract; THENCE, south 22 deg. l8 min. 55 sec. East, (called South 22 deg. 41 min. 13 sec. East), a distance of 185.47 feet (called 184,73 feet·) tq a 1/2 inch iron rod found for the Southeast corner of the herein described tract1 THENCE, South 66 deg. 34 min. 22 sec. West (called South 66 deg. 46 min, 30 Sec, West}, a distance of 265.00 feet to a point.in the East right-of-way line of Thompson Road marking the Southwest corner of the herein described tract from which a found 5/B inch iron rod bears North a distance of 0,25 feet and East a distance of 0,60 feet; THENCE, North oo deg, 40 min. 00 sec. West, with the East right-of-way line of Thompson Road, a distance of 151.76 feet (called 150.00 feet) the the POINT OF BEGINNING, containing 41.168.18 square feet or 09451 acres of land, more or less. I of5 |
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Exhibit A (Continued) TRACT II: Being a 0.2578 acre tract ot land, more or leas,, situated in the WILLIAM HILBUS SURVEY, Abstract No. 336, Harris County, Texas, being out of Block One (1) Unit "D" of Elena Fruit and Cotton Farms, a subdivision in Harris county, Taxas, according to the map or plat thereof recorded in Volume 7, Pages 48 and 49, of the Peed Records of Harris County, Texas, said Block One (1) being the same land conveyed by General Warranty Deed dated January 18, 1935, to Clyde M. Harper and recorded in Volume 1001, Page 611, of the Deed Records of Harris County, Texas, said 02578 acre tract of land being more particularly described by metes and bounds as follows; COMMENCING at the intersection of the southeast right-of-way line of interstate Highway No. 10 with the East right-of-way line of Thompson Road, said intersection point being called South 00 deg, 40 mio. East, a distance of 11.37.41 feet from the Northwest corner of said Block One (1) Unit "D" of Elena Fruit and Cotton Farms on the South right-of-way line of Ellis school Road; THENCE, North JJ deg, 02 min, 19 sec. East, with the Southeast right-of-way line of Interstate Highway No. 10, a distance of 83.26 feet (called 96.2 feet) to a point of intersection in the southeast right-of-way line of Interstate Highway No. 10; TKENCE, North 66 deg, 46 min, JO sec, East, continuing with the Southeast right-of-way line of Interstate Highway No. 10, a distance of 140,48 feet (called 140.00 feet) to a 3/B inch iron rod found for the Northwesterly most corner of the herein described tract aod POINT OF BEGINNING; THENCE, North 66 deg 46 min. 30 sec. East, continuing with the Southeast right-of-way·line of Interstate Highway No. 10, a di.tance of 60.00 feet to a point marking the Northeasterly most corner of the herein described tract from which a found 5/B inch iron rod bears South a distance of 0.15 feet and East a distance of 0.08 feet; THENCE, South 22 deg. 40 min, 33 sec. East, a distance of 185.24 feet to a 518 inch iron rod found for the Southeasterly most corner of the herein described tract; THENCE, South 66 deg. 34 min. 22 sec. West, a distance of 61.17 feet to a 112 inch iron rod found for the southwesterly most corner of the herein described tract; THENCE, North 22 deg. 18 min. 55 sec. West, a distance of 18574 feet to the POINT OF BEGINNING, containing 11,228.50 square feat or 0.2578 acres of land, more or less. TRACT III; 2 ofS |
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Exhibit A (Continued) Being a 16.0520 acre tract or parcel of land, more or less, situated in the WILLIAM HILBUS SURVEY, Abstract No. 336, Harris County, Texas, being out of Block One (1), Unit o", of Elena Fruit and Cotton Farms, a subdivision in Harris county, Texas according to the map or plat thereof recorded in Volume 7, Pages 46 and 49, of the Map Records of Harris County, Texas, said Block One (1) being the same land conveyed by General Warranty Deed dated January 16, 1935 to Clyde M. Harper and recorded in Volume 1001, Page 814 of the Deed Records of Harris County, Texas, said 16.0520 acre tract·herein described being more particularly described by metes and bounds as follows; COMMENCING at a 112 inch iron rod found in the East right-of-way line of Thompson Road at the Southwest corner of eaid Block one (1), Unit "D", of Elena Fruit and Cotton Farm, said iron rod being also, the Southwest corner of the herein described tract; THENCE, North 88 deg, 49 min, 47 sec. East, with the South line of said Block One (1), Unit n, of Elena Fruit and Cotton Farm and the south line of the herein described tract, a distance ot 1062.67 feet to a 112 inch iron rod set in the Westerly most line of the San Jacinto River Authority Canal right-of way (120 feet wide), said canal right-of way being originally described by field notes on a plat by A, C. Stimson, County Surveyor, dated December 21, 1942, for Federal Works Agency War Public Works, Harris County War Industries Water Supply, Docket No.. Tex. 41 564, Parcel No. E-59E; THENCE, North 06 deg. 50 min. 16 sec, Wesc, with the Westerly most line of the said San Jacinto River Authority Canal right-of-way (120 feet wide) as established on the ground the date of this survey and with the full knowledge of the San Jacinto River Authority Canal Right-ot-way Department, a distance of 947.39 feet to a 112 inch iron rod set in the Southerly most right-of-way line of Interstate Highway No. 10 for the Northeasterly most corner of the herein described tract1 THENCE, South 66 deg. 46 min. 30 min. West, with the Southerly most right-of way line of Interstate Highway No. lD. said right-of-way being described on Texas State Highway Department Right-of-way Map dated February 26, 1947 and revised September, 1963 and with the Northerly moat line of the herein described tract, a distance of 261.10 feet to a point marking a corner of the herein described tract and a point of intersection in the Southerly most right-of-way line of Interstate Highway·No. 10, from which a concrete highway right-of-way monument bears South a distance of O.lB feet and East a distance of 1.28 feet; THENCE, south 51 deg. 46 min. 30 sec. West, continuing with the Southerly most right-of-way line of No. 10 and the Northerly most line of the herein described tract, a distance of 6,,50 feet a corner of the herein described tract and a point of intersection in the Southerly most right-of-way line of Interstate Highway No. 10. from which a found concrete highway monument bears South a |
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Exhibit A (Continued) distance of 0,47 feet and East a distance of 1.19 feet; THENCE, South 66 deg. 46 min, 30 min. West, continuing with the Southerly most right-of-way line of Interstate Highway No. 10 and the Northerly most line of the herein described tract, a distance of 469.32 feet to a point marking the ortheasterly most corner of a tract calculated to be 1.2029 acres conveyed from Clyde K. Harper to E, A. Smith, Jr. by deed dated December 21, 1966, said point being a corner of the herein described tract from which a·so inch iron rod bears South a distance of 0.15 feet and East a distance of 0,06 feet; THENCE, South 22 deg. 40 min, 33 sec. East (called South 22 deg. 41 min, 13 sec. East), with the Easterly most line of the said E. A. Smith, Jr. tract a distance of 165.2 feet (called 164,71 feet to a 516 inch iron rod found for the Southeast corner of the said E. A. Smith, Jr. tract and an interior corner of the herein described tract; THENCE, South 66 deg. 34 min. 22 sec. West, (called South 66 deg. 4B min. 30 sec. West), with the southerly most line of the said E. A, Smith, Jr. tract, a distance of 326.17 feet (called 325.00 feet) to a point in the East right-of way line of Thompson Road marking the Southwesterly most corner of the said E. A. Smith. Jr. tract and a corner of the hereon described tract from which a 5/B inch iron rod bears North 0.25 feet and East 0,60 feet; THENCE, South 00 deg. 40 min. 00 sec. East, with the East right-of-way line of Thompson Road, the west line of said Block One (I), Unit "0", Elena Fruit and Cotton Farms and the west line of the herein described tract, a distance of 330.74 feet to the POINT OF BEGINNING, containing 699,226,43 square feet or 16.0520 acres, more or leso. ALSO DESCRIBED AS FOLLOWS: Being a 17.255 acre tract or parcel of land, more or less, situated in the William Hilbus Survey, Abstract No. 336. Harris County, Texas, being out of Block One (1), Unit P-of Elena Fruit and Cotton Farms, a subdivision in Harris County, Texas, according to the map or plat thereof recorded in Volume 7, Page 48 and 49, of the Deed Records of Harris County, Texas, said Block One (1) being the same land conveyed by a General Warranty Deed dated January 16, 1935, to Clyde H. Harper and recorded in Volume 1001 1 Page 614 of the Deed Recorda of Harris county, Texas, said 17.255 acre tract or parcel of land herein described being more particularly described by metes and bounds as follows: BEGINNING, at a SiB inch iron rod set (found 1 inch iron bar bears North 10 degrees 01 minute 39 seconds east, 3.04 feet from property corner) in the southeast right-of-way line of Intersection Highway No. 10 at its intersection with the east right of way line of Thompson Road, said intersection point being called south 00 degree0 minutes ooseconds east, a distance of 1,131,41 feet from the northwest corner of said Block One, (1), Unit o of Elena Fruit and Cotton Farms on the south right-or-way line of Ellis School Road1 |
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Exhibit A(Continued) THENCE, North 33 degrees 02 minutesseconds East, with the southeast .right-of-way line of Interstate Highway No.lO, a distance of B3,26 feet (called 83.2) to a 1 inch iron bar found at a point of intersection in the southeast right-of-way line of Interstate Highway No. 10 for a corner of the herein described tract; THENCE, North 66 degrees 46 minute JO seconds East, continuing with the southeast right-of-way line of Interstate Highway No. lO, a distance of 669.8 feet to a point from which a found concrete highway iron disk b.ears South 12 degrees 28 minutes 10 seconds East, 1,30 feet; THENCE, North 51 degrees 46 minutes. JO seconds East, continuing with the southerly most right-of-way line of interstate Highway No 10 and the northerly most line of the herein described tract, a distance of 69.50 feet to a point marking the corner of the herein described tract and a point of intersection in the southerly most right-of-way line of Interstate Highway No, 10, from which a found concrete highway right-of-way bears South 82 degrees 15 minutes 49 seconds east, 1.32 feet; THENCE, North 65 degrees 46 minutes 30 seconds east, continuing with the southerly most right-of-way line of interstate Highway No, 10 and the northerly most line of the herein described tract, a distance of 251.10 feet to a found 112 inch iron rod; THENCE, South 06 degrees 50 minute a 16 seconds east, with the westerly most line of the said San Jacinto River Authority Canal right-of-way (120 feet wide) as established on the ground the data of this survey and with the full knowledge of the San Jacinto River utbority Canal right-of-way department, a distance of 947.39 feet to a 51B inch iron rod; THENCE, South 88 degrees 4minutes 47 seconds west, with the south line of said Block One (1), Unit o, of Elena Fruit and Cotton Farms and the south line of the herein described tract, a distance of 1,062.87 feet to a point in the east right-of-way of Thompson Road at the southwest corner of said Block One (1), Unit 11 0", of Elena Fruit and Cotton Farm, said point being also the southeast corner of. the herein described tract from which a found 112 inch iron rod bears North 67 degrees 46 minutes 29 seconds east, 0.60 feet; THENCE, North 00 degrees 40 minutes 00 seconds west, with the east right-of-way line of Thompson Road, the west lirie of· said Block One (I) Unit o, Elena Fruit and Cotton Farms and the west line of the herein described tract, a distance of 482.5 feet to the INT OF BEGINNING, containing 751,622 square feet or 17.255 acres of land, more or leas. |
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EXHIBIT A-34 TJ\ Big Spring 704 West Interstate 20 !3ig Spring. TX Troct.No. J: BEING a 12.857 ocrc l oct, more or less,·oul ofNW/4 of Section 42, Bloc!' J:Z, T-1-N, T.&P, RR. Co. Survey, How: rd County, Texos, deseribed by metes and bounds as foUow ;; BEGINNlNG Ill a Ill" I.R. fouod lo tbe Ellsl right-:af-way line or U.S. Highway No.87 Ia the NW/4 of Section 42, Block 31,T-1-N, T.&P.RR. Co.Survey, Howard County, Texas for the NW corner or Ibis tract; from whence the NW comer of said Section 42 beort S. 75"29' W.SO.D' and N. 14"27' W.809,28' THENCE N.75"29' E. 650.0' to 11 Ill" LR. found for tbe NE comer of Ibis Inlet TJD:NCE S. J·fi7' E. aloug tbc West llae ofu 130.0 acre troct, 861.62' to a 112" I.R. found for 11 comer ·of said 130.0 acre Inlet aad theSE corner or thb tract THENCE S. 750:Z9' W.650,0' to a 1/2" I.R. found In the East rigbt-of-woy line of said U.S. Highway No.87 for the NW comer of a 6.404 ac:n:!rutland tbe SW corner of this tract THENCE N.14"27' W.along tbe East right-of-way line of sold U.S. Highw:1y No. 87, 861.62' to tbe PLACE OF BEGINNING. Tract No.2: BEING o 6.404 ocre tract, more or less, out of NW/4 of Section 42, Block 32, T-1-N, T.&P.RR. Co. Survey, Howard County, TelliS, described by metes and bounds os follows: BEGCNNING at a Ill" l,R.found lu tbe East right-of-way line of U.S.ffigbway No. 871n the NWI4 or Section 42, Block 32, T·l-1'1, T.&P. RR. Co.Survey, Howard Councy, Texas for the NW corner of this tract; from whence lbe NW corner or soid Section 42 bearsS. 75"29' W. 50.0' and N.14"27' W. 1670.9' THENCE N.15"29' E.along the South line oro 12.857 acre tract, 41.3.77' to a 5f8" LR. round for the NE corner or Ibis Cruel THENCE s. 14°43' E. along the West line of a 3.217ncre trad, 150.9' to a mng nail found for a comer ofsold 3.217 11cre tract and a corner or this tract THENCE N.74°42'27" E. 82.0' to a mag nail found for u corner ofsailf3.217 acre lrncl and 11 comer of Ibis trod THENCE S. 14"52'29" E. along I he West line of said 3.217 ncrc tract, 107.2' to a 518" I.R. rouod fur a corner of Sllld 3.217 acre trnct and a corner of this tract THENCE S. 75"07'Jl" W.9.0' co :1 nalllu Cof!crete found for 11 comer or said 3.217 acre tract ond an Interior corner of Ibis tract THENCE S.14"52'l9" E. along the Wcstlioe of said 3.217 acre truct,37G.JS' to a 518" I.R. round In the North right-or-way liae orinterst:lte Highway No. 20. for the SW coruer ohald 3.217 acre tract and theSE corner of this tract THENCE S.84"44' W. olong the North right-of-way line of said lnterstute Higbway No.'20, 342.85' too nail set for a comer of I his tract THENCE S.75"33' W.along the Nor1h right-of-way line of said Interstate Highway No. 20, 43.3' too noll set for a corner oflbis Inlet THENCE N. 58"24'54" W.135.95' to a noll set In the Eut right-of-way liue of said U.S.Highway No. 87 for 11 corner or this tmct THENCE N. 25"51'15 11 W. a Jontile East right-of-way line ofsuld. U.S, HigiJway No. 87, I:Zl.42' to 11 nail set foro point of angle In the West line or Ibis truct TIIENCE Northwesterly aloog the East line or said U.S. Hlgbway No.B7.aad witb the arc of nid car-Ve to the right huviog a della of 1°43'47" and o radius er 1859.859' (Cborll bculog N.15"10'18" W. 56.147') 56.15' to a aoil set for 11 point of a ogle in Ike Westline of lids tract THENCE N.14"27' W. along the East rlgbt-of·way llue or said U.S. Hlgbway No. 87, 304.09' to the PLACE OF BEGINNING. |
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EXHIBIT A-35 TA San Antonio 6170 I-10 East San Antonio. TX Description of a 31.244 (1,360,983 sq. Ft.} acJ:"e' tract of lad out of the Clemen t Texas Survey No. 133, Abstract 743, situated partially In the City of San Ant onio, Bexacounty, Texas, N.C.B. 17993, and County Block 5098, be ng a portion of that certain 732.322 acre tract conveyed to Rosillo Creek, Inc. by Deed of J:"e cord in Volume 6656, Page 274 of the Real Property Recorqa of Bexar County, 'Texa s, said 31.244 acres being more particularly described below: BEGINNING, at a concrete monument fomtd at the northwest end of a cutback corner of the south.line of Interstate Highway 10 (R O.N. varies) and the west line of Foster Road (120'.R.O.W.), for the northernmost corner hereof, same being the northernmost comeof said 732.322 acre tract; THENCB, s 53 deg. 10' sa E, along the said cutback, same being the northeast line of said 732.322 acres, a distance of 96.82 feet, to a 1/2 inch iron rod with cap marked HiS-#4612 found· for the northeasternmost corner hereof; THENCE, S oo deg. 13' 07" E, leaving the south line of Interstate 10, along the west line of said Foster Road, same being the east line of said 732.322 acres, a distance of 1486.00 feet to a 1/2 inch iron rod set for the southeast corner hereof, from which a l/2 Inch iron rod with cap marked MLS-#4612 found in the west line of Foster Road same beinthe east line of said 732.322 acre tract bears S QO deg. 13' Q8" E, a distance of 2.74 feet and B 00 deg. 18' 16" E, a distanof 1395.97 feet; THENCE, leaving west line of said Foster Road, over and across said 732,322 acres the following two (2) courses and distances: 1) N 89 deg. 28' 48" W, a distance of 979,27 feet to a 1/2 inch iron rod set forthe southwest corner hereoft 2) N 00 deg. 13' 07" W, a distance of 1237.24 feet to a 1/2 inch iron rod sat inthe south line of said Interstate Highway 10 for the northwest corner hereof, and from which a concrete mon ment found for an angle point in the south line of Interstate Highway 10 same being the north line of said 732.322 acre tract., bearss 77 deg. 45' 47" W, a distance of 407.00 .feet; THENCE, along the south line of said Interstate Highway lO, same being the north line of said 732.322 acres, the following two (2) courses and distances; 1) N 77 deg. 45' 47" E, a distance of 199.00 feet to a concrete monument found an angle point1 2) N 70 deg. 05' 5011 E, a distance of 751.16 feet to the POINT OF BEGINNING, containing an area of 31.244 acres (1,360,983 sq. ft.) of land, more or less, within these metes and bounds. THE ABOVE DESCRIBED PROPERTY NOW KNOWN AS: Lot 1 and 2 of "Travel Centers Subdivision, as recorded March 1Bth, 199.9 in Volume 9543 at age 26 in the office of the County Recorder of Bexar County, City of San Antonio, State of Texas. |
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EXHIBIT A-36 TA Richmond 100 N. Carter Road Ashland (Richmond). VA Legal Description PARCEL 1: ALL tl1at certain tract, piece or parcel of land, ·with Ute improvements thereon and appurtenances theretmto belonging, lying and being in Ashland District, Hanover Cotmty, Virginia, containing 13.355 acres; as sl1on on . ''P11lt of Property Situated on the Northern Line of Route No. 54 and West of Route No. 95, Hanover County, , Virginia,·dated March l, 1965, made by Cbas. R Fleet and Associates., Certified Surveyo111, and being more j particularly descn'bed as follows: I BEGINNING, at a stone in tbe north JineofState Route No. 54 at the point where the east line of Ute property of · Humble Oil 11nd Refining Company intersects said north line of State Route No. 54; thence extending N. 6 Il degrees 15' W. 150 feet to a rod; thence S. 77 degrees 41' 54'' W. 200 feet to a rod; thence S. 6 degrees 15' E. 150 feet to a rod in the said north line of State Rotite No. 54; thence along the said north line of State Route No. S4 S. 77 degrees 41' 54'' W. 30.59 feet tO a stone aud from said atone continuing westwardly 69.41 feet to a rod; tlietice 11a'Cit from th·oiiortl.i'fme ofSf.at.e RoutoNo. 54 N. 6 degrees 15' W. 148.66 feet to a rod; ihence N: 8 degrees 26' 43" E. 471.50 feet to a rod; thence N. 77 degrees 41' 54''E. 100.15 feet to a rod; thence N. 8 degrees 26' 43''E. 347.70 feetto a rod; thence S. 85 degrees 32' E. 646.09 feet to a rod; Uu:uce S.'4 degrees 12' 48'' W. 613.82 feet to a stone; thence S. 54 degrees 25' 34''W. 68.45 feet to a stone; thence S. 35 degrees 20' W. 66.62 feet to a stone; thence S. 75 degrees 52' 10W. 299.89 feet to a stone; thence S. 71 degrees 55' 30" W. 100.69 feet to a stone; thence S. 13 degrees 36' W. 45.35 feet to the point and place of beginning. ..... . LESS AND EXCEPT a 100 foot by 150 foot parcel of !and located fronting on Route No. 54 betwthe American Oil Station and tlie Humble Oil Station, said parcel having been conveyed to Tmckstops Corpor11tion of America from E. Philip Saunders and Carole Saunders, his wife, by Deed dated August 31, 1983 and Hanover County, Virginia, in Deed Book 539, Page 135 and re-recorded on December 15, 1983 in Deeil Book 542, Page 3!2. LESS AND EXCEPT that parcel of land conveyed to the Comrnonwealtl1 of Virginia, for land for Route 54, by Dee4 dated October 24, 1966, recorded :f\·(arcb 10, 1967, in Ute aforesaid Clerk's Office, in Deed Book 264, Page 185. PARCEL 2: ALL that piece or parcel of laud contaiuiltg 6.00 acres, lying and being it1 Ashland District, Hanover Cotmty, Virginia, as showu on a plat of subdivision entitled ''futerstate Conuuercial Park Subdivision, Section L'' dated January 25, 1982, prepared by Jolmson & Anderson of Virginia, Inc., a copy of which ia recorded in Plat Book 5, Page 135, reference to which i& hereby made for a more particular description of the property herein conveyed. |
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·-.;J¥, · · ARCEL 3: ALL that certaiu piece or parcel of laud on the northem lint:of Route No. 54, containing 0.34 acre, according to a lstlrvey plat dated January 13, 1983, and revised March 1, 1983, prepared by Chas. H. Fleet & Associates, . Engineer & Surveyors, in TI1e Ashland Dislrict, Hanover County, Virginia, and more particularly described as: l 1BEGINNING at a rod 011 the northom line of Route No. 54, approximate 0.24 mile west of Interstate Route No. 195, where Ute western property line ofExxon Corporation intersects the said northen\Iino of Route No. 54; th«nee Ia stone m01uuneut; thence (2) continuing along the said northern line of Route No. 54 in a westwardly directiou, (1) along the said northern line of Route No. 54, in a westerly directionS. 77 degrees-41'-54" W. 30.59 feet to 1 which is a cUIVed line to the1ight haviog a radius of 1,803.86 feet and a length of 69.41 feet to an iron rod' II1ence ! ( 3) in a northwardly direction N. 6 degrees-15' W. 148.66 feet to 1111 iron rod; Utence (4) continuing in a · l northwardly direction N. 8 degrees-26'-43' E. 1.34 feet to an iron rod; thence (5) iu an eastwardly direction N. I 78 degrees -25'-13·E. 99.66 feet to an iron rod; thence (6) insouiliwardly directionS. 6 degrees-15' E. 150.00 feet to an iron rod on the northern line of Route No. 54, tho point ofbeginning. ALL of !he above described land being the same as follows: ·BEGINNING at a stone in the North line of State Route No. 54 at the point where t11e East liue of the property of Exxon Company intersects said Nortb line of State Route No. 54; thence extending N. 6 degrees 15' 00'' W. a distance of 150.00 feet to a nail; t11ence S. 77 degrees 41' 54·W. a distance of200.00 feet to a rod; thence S. 6 degrees 15' 00" E. a distance of 150.00 feet to a rod iu said NorUtline of State Route No. 54; thence along said North line of State Route No. 54 S. 77 degrees 41' 54" W. a distanCe of 30.59 feet to a stone; thence along a ctrrve to the right, having a radius of 1,803.86 feet and a length of 69.41 feet to a rod; thence leaving State Route No. 54 N. 6 deg1·ees 15' 00" W. a distance of 148.66 feet to a rod; thence N. 8 degrees 26' 43''E. a di o1ance of 471.50 feet to a rod; thence N. 77 degrees 41' 54''E. a distance of 100.15 feet to a spike; tltence N. 8 degrees 26' 43'' E. a distance of 347.70 feet to a rod; Uteuce N. 85 degrees 32' 00" W. a distance of 30.37 feet to a cod; thence N. 00 degrees 05' 09" W. a distance of 379.60 feet to a rod;·ilieuce S. 85 degrees 32' 06'' E. 704.92 feet; thence S. 04 degrees 12' 48'' W. a distance o£992.23 feet to a rod; thence S. 54 degrees 25' 34"W. a distance of 88.45 feet to a rod; thence S. 35 degrees 20' 00" W. a distance of66.62 feet to a lead bub; thence S. 81 degrees 31' 44"W. a distance of378.83 feet to a nail; thence S. 13 degrees 36' oo·· W. a distance of95.38 feet to the point ofbegitming and coutainiug 19.178 acres. |
EXHIBIT B
New Properties
TA Site No. |
|
Property Address |
237 |
|
8560 Greenwood Rd., Greenwood, LA 71033. |
EXHIBIT C
Petro Properties
None.
EXHIBIT D
Trade Area Restriction Waivers
TA Site No. |
|
Property Address |
397 |
|
426 Alabama Highway 69 S, Hanceville, AL 35077. |
399 |
|
2842 SE Frontage Rd., Johnstown, CO 80534. |
377 |
|
10200 Old Federal Rd., Carnesville, GA 30521. |
376 |
|
1035 W. State Road 42, Brazil, IN 47834. |
244 |
|
5884 S. Wilbur Wright Rd., New Lisbon, IN 47366. |
250 |
|
1441 W. US Hwy 20, Porter, IN 46304. |
382 |
|
4230 W. Highway 24, Remington, IN 47977. |
243 |
|
15587 M-60, Tekonsha, MI 49092. |
385 |
|
14150 Hwy 418 SW, Deming, NM 88030. |
251 |
|
1670 U.S. Hwy 601 North, Mocksville, NC 27028. |
378 |
|
98 Grove St., DuPont, PA 18641. |
253 |
|
849 Victory Hwy. West, West Greenwich, RI 02817. |
255 |
|
289 Howard Baker Hwy, Pioneer, TN 37847. |
340 |
|
101 Cornelius Road North, Hillsboro, TX 76645. |
394 |
|
110 Interstate 35 Frontage Rd., Pearsall, TX 78061. |
EXHIBIT 10.3
AMENDED AND RESTATED LEASE AGREEMENT NO. 3,
dated as of June 9, 2015,
by and between
HPT TA PROPERTIES TRUST and HPT TA PROPERTIES LLC,
AS LANDLORD,
AND
TA OPERATING LLC ,
AS TENANT
ARTICLE 1 DEFINITIONS |
1 |
1.1 AAA |
1 |
1.2 Additional Charges |
1 |
1.3 Additional Rent |
1 |
1.4 Affiliated Person |
1 |
1.5 Agreement |
2 |
1.6 Applicable Laws |
2 |
1.7 Arbitration Award |
2 |
1.8 Award |
2 |
1.9 Base Gross Revenues |
2 |
1.10 Base Year |
2 |
1.11 Business Day |
2 |
1.12 Capital Addition |
2 |
1.13 Capital Expenditure |
2 |
1.14 Capital Replacements Budget |
3 |
1.15 Change in Control |
3 |
1.16 Claim |
3 |
1.17 Code |
3 |
1.18 Commencement Date |
3 |
1.19 Condemnation |
3 |
1.20 Condemnor |
3 |
1.21 Consolidated Financials |
3 |
1.22 Default |
4 |
1.23 Disbursement Rate |
4 |
1.24 Disputes |
4 |
1.25 Distribution |
4 |
1.26 Easement Agreement |
4 |
1.27 Encumbrance |
4 |
1.28 Entity |
4 |
1.29 Environment |
4 |
1.30 Environmental Obligation |
4 |
1.31 Environmental Notice |
4 |
1.32 Environmental Report |
4 |
1.33 Event of Default |
4 |
1.34 Excess Gross Revenues |
4 |
1.35 Existing Third Party Trade Names and Service Mark Rights |
5 |
1.36 Extended Term |
5 |
1.37 Fair Market Value Rent |
5 |
1.38 Financial Officers Certificate |
5 |
1.39 Fiscal Year |
5 |
1.40 Fixed Term |
5 |
1.41 Fixtures |
5 |
1.42 GAAP |
5 |
1.43 Government Agencies |
5 |
1.44 Gross Revenues |
5 |
1.45 Ground Leases |
6 |
1.46 Guarantor |
6 |
1.47 Guaranty |
6 |
1.48 Hazardous Substances |
6 |
1.49 Immediate Family |
7 |
1.50 Impositions |
7 |
1.51 Indebtedness |
8 |
1.52 Insurance Requirements |
8 |
1.53 Interest Rate |
8 |
1.54 Land |
8 |
1.55 Landlord |
8 |
1.56 Landlord Default |
8 |
1.57 Landlord Liens |
8 |
1.58 Lease Year |
8 |
1.59 Leased Improvements |
8 |
1.60 Leased Intangible Property |
9 |
1.61 Leased Property |
9 |
1.62 Legal Requirements |
9 |
1.63 Lien |
9 |
1.64 Management Agreement |
9 |
1.65 Manager |
9 |
1.66 Minimum Rent |
9 |
1.67 New Property |
9 |
1.68 Notice |
9 |
1.69 Offer |
10 |
1.70 Officers Certificate |
10 |
1.71 Operating Rights |
10 |
1.72 Original Lease |
10 |
1.73 Other Leases |
10 |
1.74 Overdue Rate |
10 |
1.75 Parent |
10 |
1.76 Percentage Reduction |
10 |
1.77 Permitted Encumbrances |
10 |
1.78 Permitted Use |
10 |
1.79 Person |
10 |
1.80 Prior Rent |
10 |
1.81 Property |
10 |
1.82 Property Mortgage |
11 |
1.83 Property Mortgagee |
11 |
1.84 Real Property |
11 |
1.85 Rent |
11 |
1.86 RMR |
11 |
1.87 Rules |
11 |
1.88 SARA |
11 |
1.89 SEC |
11 |
1.90 Shell |
11 |
1.91 Shell Agreement |
11 |
1.92 Shell SNDA |
11 |
1.93 State |
11 |
1.94 Subordinated Creditor |
11 |
1.95 Subordination Agreement |
11 |
1.96 Subsidiary |
11 |
1.97 Successor Landlord |
11 |
1.98 Superior Landlord |
11 |
1.99 Superior Lease |
12 |
1.100 Superior Mortgage |
12 |
1.101 Superior Mortgagee |
12 |
1.102 TA Franchise Agreement |
12 |
1.103 TCA |
12 |
1.104 Tenant |
12 |
1.105 Tenants Personal Property |
12 |
1.106 Term |
12 |
1.107 Transferred Trademarks |
12 |
1.108 Travel Center |
12 |
1.109 UCC |
12 |
1.110 Unsuitable for Its Permitted Use |
13 |
1.111 Work |
13 |
ARTICLE 2 LEASED PROPERTY AND TERM |
13 |
2.1 Leased Property |
13 |
2.2 Condition of Leased Property |
14 |
2.3 Term |
14 |
2.4 Extended Terms |
15 |
ARTICLE 3 RENT |
15 |
3.1 Rent |
15 |
3.1.1 Minimum Rent |
16 |
3.1.2 Additional Rent |
16 |
3.1.3 Additional Charges |
18 |
3.2 Late Payment of Rent, Etc. |
19 |
3.3 Net Lease, Etc. |
20 |
3.4 No Termination, Abatement, Etc. |
20 |
ARTICLE 4 USE OF THE LEASED PROPERTY |
21 |
4.1 Permitted Use |
21 |
4.1.1 Permitted Use |
21 |
4.1.2 Necessary Approvals |
22 |
4.1.3 Lawful Use, Etc. |
22 |
4.2 Compliance with Legal/Insurance Requirements, Etc. |
22 |
4.3 Environmental Matters |
23 |
4.3.1 Restriction on Use, Etc. |
23 |
4.3.2 Environmental Report |
23 |
4.3.3 Underground Storage Tanks |
24 |
4.3.4 Survival |
24 |
4.4 Ground Leases |
24 |
4.5 Shell Agreement |
24 |
ARTICLE 5 MAINTENANCE AND REPAIRS |
25 |
5.1 Maintenance and Repair |
25 |
5.1.1 Tenants General Obligations |
25 |
5.1.2 Landlords Obligations |
25 |
5.1.3 Nonresponsibility of Landlord, Etc. |
26 |
5.2 Tenants Personal Property |
26 |
5.3 Yield Up |
26 |
5.4 Management and Franchise Agreements |
27 |
ARTICLE 6 IMPROVEMENTS, ETC. |
28 |
6.1 Improvements to the Leased Property |
28 |
6.2 Salvage |
28 |
ARTICLE 7 LIENS |
28 |
ARTICLE 8 PERMITTED CONTESTS |
29 |
ARTICLE 9 INSURANCE AND INDEMNIFICATION |
29 |
9.1 General Insurance Requirements |
29 |
9.2 Waiver of Subrogation |
30 |
9.3 Form Satisfactory, Etc. |
30 |
9.4 No Separate Insurance; Self-Insurance |
30 |
9.5 Indemnification of Landlord |
31 |
ARTICLE 10 CASUALTY |
31 |
10.1 Insurance Proceeds |
31 |
10.2 Damage or Destruction |
32 |
10.2.1 Damage or Destruction of Leased Property |
32 |
10.2.2 Partial Damage or Destruction |
32 |
10.2.3 Insufficient Insurance Proceeds |
32 |
10.2.4 Disbursement of Proceeds |
33 |
10.3 Damage Near End of Term |
33 |
10.4 Tenants Personal Property |
33 |
10.5 Restoration of Tenants Personal Property |
34 |
10.6 No Abatement of Rent |
34 |
10.7 Waiver |
34 |
ARTICLE 11 CONDEMNATION |
34 |
11.1 Total Condemnation, Etc. |
34 |
11.2 Partial Condemnation |
34 |
11.3 Abatement of Rent |
35 |
11.4 Temporary Condemnation |
35 |
11.5 Allocation of Award |
36 |
ARTICLE 12 DEFAULTS AND REMEDIES |
36 |
12.1 Events of Default |
36 |
12.2 Remedies |
37 |
12.3 Tenants Waiver |
39 |
12.4 Application of Funds |
39 |
12.5 Landlords Right to Cure Tenants Default |
39 |
ARTICLE 13 HOLDING OVER |
40 |
ARTICLE 14 LANDLORD DEFAULT |
40 |
ARTICLE 15 PURCHASE OF TENANTS PERSONAL PROPERTY |
40 |
ARTICLE 16 SUBLETTING AND ASSIGNMENT |
41 |
16.1 Subletting and Assignment |
41 |
16.2 Required Sublease Provisions |
42 |
16.3 Permitted Sublease |
43 |
16.4 Sublease Limitation |
43 |
ARTICLE 17 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS |
44 |
17.1 Estoppel Certificates |
44 |
17.2 Financial Statements |
44 |
ARTICLE 18 LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT |
45 |
18.1 Inspection |
45 |
18.2 Quality Control |
45 |
18.3 Transferred Trademarks, Registration and Maintenance |
45 |
18.4 Enforcement |
45 |
ARTICLE 19 EASEMENTS |
45 |
19.1 Grant of Easements |
45 |
19.2 Exercise of Rights by Tenant |
46 |
19.3 Permitted Encumbrances |
46 |
ARTICLE 20 PROPERTY MORTGAGES |
46 |
20.1 Landlord May Grant Liens |
46 |
20.2 Subordination of Lease |
46 |
20.3 Notice to Mortgagee and Superior Landlord |
47 |
ARTICLE 21 ADDITIONAL COVENANTS OF LANDLORD AND TENANT |
48 |
21.1 Prompt Payment of Indebtedness |
48 |
21.2 Conduct of Business |
48 |
21.3 Maintenance of Accounts and Records |
48 |
21.4 Notice of Litigation, Etc. |
48 |
21.5 Indebtedness of Tenant |
49 |
21.6 Distributions, Payments to Affiliated Persons, Etc. |
49 |
21.7 Prohibited Transactions |
50 |
21.8 Liens and Encumbrances |
50 |
21.9 Merger; Sale of Assets; Etc. |
50 |
21.10 Bankruptcy Remote Entities |
50 |
21.11 Trade Area Restriction |
51 |
ARTICLE 22 ARBITRATION |
51 |
ARTICLE 23 MISCELLANEOUS |
53 |
23.1 Limitation on Payment of Rent |
53 |
23.2 No Waiver |
53 |
23.3 Remedies Cumulative |
53 |
23.4 Severability |
53 |
23.5 Acceptance of Surrender |
54 |
23.6 No Merger of Title |
54 |
23.7 Conveyance by Landlord |
54 |
23.8 Quiet Enjoyment |
54 |
23.9 No Recordation |
54 |
23.10 Notices |
54 |
23.11 Construction |
55 |
23.12 Counterparts; Headings |
56 |
23.13 Applicable Law, Etc. |
56 |
23.14 Right to Make Agreement |
56 |
23.15 Attorneys Fees |
56 |
AMENDED AND RESTATED LEASE AGREEMENT NO. 3
THIS AMENDED AND RESTATED LEASE AGREEMENT NO. 3 is entered into as of June 9, 2015, by and between 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 ).
W I T N E S S E T H :
WHEREAS, Landlord and Tenant (as successor by merger with TA Leasing LLC) are parties to that certain Lease Agreement, dated as of January 31, 2007, as amended (as so amended, the Original Lease ); and
WHEREAS , Landlord and Tenant wish to amend and restate the Original Lease into four (4) separate leases, add certain new properties to such four (4) separate leases and make certain other modifications thereto as herein set forth;
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, effective as of the date hereof, as follows:
ARTICLE 1
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (c) all references in this Agreement to designated Articles, Sections and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement, and (d) the words herein, hereof, hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.
1.1 AAA shall have the meaning given such term in Article 22 .
1.2 Additional Charges shall have the meaning given such term in Section 3.1.3 .
1.3 Additional Rent shall have the meaning given such term in Section 3.1.2(a) .
1.4 Affiliated Person shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other
Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).
1.5 Agreement shall mean this Amended and Restated Lease Agreement No. 3, including all exhibits attached hereto, as it and they may be amended from time to time as herein provided.
1.6 Applicable Laws shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, conservation of, or the protection of, real or personal property, Transferred Trademarks or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.
1.7 Arbitration Award shall have the meaning given such term in Article 22 .
1.8 Award shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).
1.9 Base Gross Revenues shall mean, with respect to any Property, the amount of Gross Revenues for such Property for the Base Year.
1.10 Base Year shall mean the 2015 calendar year.
1.11 Business Day shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.
1.12 Capital Addition shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.
1.13 Capital Expenditure shall mean any expenditure treated as capital in nature in accordance with GAAP.
1.14 Capital Replacements Budget shall have the meaning given such term in Section 5.1.1(b) .
1.15 Change in Control shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any other Person (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c) or (d) of this definition), (c) any one or more sales or conveyances to any Person of all or any material portion of its assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, as the case may be, or (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on January 31, 2007) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor, as the case may be, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the board of directors of Tenant or any Guarantor then in office.
1.16 Claim shall have the meaning given such term in Article 8 .
1.17 Code shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.
1.18 Commencement Date shall mean the date hereof.
1.19 Condemnation shall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.
1.20 Condemnor shall mean any public or quasi-public Person, having the power of Condemnation.
1.21 Consolidated Financials shall mean, for any Fiscal Year or other accounting period of TCA, annual audited and quarterly unaudited financial statements of TCA prepared on a consolidated basis, including TCAs consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.
1.22 Default shall mean any event or condition which with the giving of notice and/or lapse of time would be an Event of Default.
1.23 Disbursement Rate shall mean an annual rate of interest, as of the date of determination, equal to the greater of (i) the Interest Rate and (ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred fifty (350) basis points.
1.24 Disputes shall have the meaning given such term in Article 22 .
1.25 Distribution shall mean (a) any declaration or payment of any dividend (except ordinary cash dividends payable in common stock or other equity interests of Tenant) on or in respect of any shares of any class of capital stock or other equity interests of Tenant, (b) any purchase, redemption, retirement or other acquisition of any shares of any class of capital stock of a corporation, (c) any other distribution on or in respect of any shares of any class of capital stock of Tenant or (d) any return of capital to shareholders.
1.26 Easement Agreement shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .
1.27 Encumbrance shall have the meaning given such term in Section 20.1 .
1.28 Entity shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.
1.29 Environment shall mean soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.
1.30 Environmental Obligation shall have the meaning given such term in Section 4.3.1 .
1.31 Environmental Notice shall have the meaning given such term in Section 4.3.1 .
1.32 Environmental Report shall have the meaning given such term in Section 4.3.2 .
1.33 Event of Default shall have the meaning given such term in Section 12.1 .
1.34 Excess Gross Revenues shall mean, with respect to any Property, with respect to any Lease Year, or portion thereof, the amount of Gross Revenues for such Property for such Lease Year, or portion thereof, in excess of Base Gross Revenues for such Property for the equivalent period during the Base Year.
1.35 Existing Third Party Trade Names and Service Mark Rights shall mean the rights as set forth in any TA Franchise Agreement in effect as of January 31, 2007 licensed to third parties in the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto which constitute a part of the Transferred Trademarks.
1.36 Extended Term shall have the meaning given such term in Section 2.4 .
1.37 Fair Market Value Rent shall mean the per annum minimum rent which would be payable monthly in advance for the applicable Property or the Leased Property (as the case may be) in its then current condition and for its then current use, on the terms and conditions of this Agreement (including, without limitation, the obligation to pay Additional Rent).
1.38 Financial Officers Certificate shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.
1.39 Fiscal Year shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.
1.40 Fixed Term shall have the meaning given such term in Section 2.3 .
1.41 Fixtures shall have the meaning given such term in Section 2.1(d) .
1.42 GAAP shall mean generally accepted accounting principles consistently applied.
1.43 Government Agencies shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Travel Center operated thereon.
1.44 Gross Revenues shall mean, with respect to any Property, for each Fiscal Year during the Term, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all goods sold, services performed, space or facilities subleased on such Property, or any portion thereof, including, without limitation, any
other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: allowances according to GAAP for uncollectible accounts, including credit card accounts and other administrative discounts; federal, state or municipal excise, sales, use, occupancy or similar taxes included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Travel Center located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; interest income from any bank account or investment of Tenant; any revenues or receipts of every kind derived from the provision, sale or trade of motor fuel and gasoline at such Property (including, without limitation, any amounts that arise out of the Shell Agreement); any revenues or receipts derived from gaming operations (but Gross Revenues shall include any revenue or receipts derived from sales of lottery tickets without adjustment for payouts); or any amount based on the income or profits of any Person if as a consequence thereof the Rent or other amounts payable by Tenant hereunder would fail to qualify, in whole or in part, as rents from real property within the meaning of Section 856(d) of the Code.
1.45 Ground Leases shall mean, collectively, any and all ground leases in effect with respect to any portion of the Real Property.
1.46 Guarantor shall mean, collectively, TCA, TravelCenters of America Holding Company LLC, and each and every other guarantor of Tenants obligations under this Agreement, and each such guarantors successors and assigns, jointly and severally.
1.47 Guaranty shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenants obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.
1.48 Hazardous Substances shall mean any substance:
(a) the presence of which requires or may hereafter require notification, investigation or remediation under any Applicable Law; or
(b) which is or becomes defined as a hazardous waste, hazardous material or hazardous substance or pollutant or contaminant under any Applicable Law including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or
(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Agencies; or
(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons; or
(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or
(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or
(g) without limitation, which contains or emits radioactive particles, waves or material.
1.49 Immediate Family shall mean, with respect to any individual, such individuals spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.
1.50 Impositions shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, occupancy, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted upon the Leased Property by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlords interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term Impositions shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Property Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3 , (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a United States person as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or
representation by Landlord in any agreement governing Landlords conduct or operation or as a result of the negligence or willful misconduct of Landlord.
1.51 Indebtedness shall mean (without duplication), (i) all obligations for borrowed money, (ii) the maximum amount available to be drawn under all surety bonds, letters of credit and bankers acceptances issued or created for the account of Tenant and, without duplication, all unreimbursed drafts drawn thereunder, (iii) all obligations to pay the deferred purchase price of property or services, excluding trade payables incurred in the ordinary course of business, but including all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by Tenant, (iv) all leases required, in accordance with GAAP, to be recorded as capital leases on Tenants balance sheet, (v) the principal balance outstanding and owing by Tenant under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, and (vi) all guaranties of or other liabilities with respect to the debt of another Person.
1.52 Insurance Requirements shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.
1.53 Interest Rate shall mean eight and one half percent (8.5%) per annum.
1.54 Land shall have the meaning given such term in Section 2.1(a) .
1.55 Landlord shall have the meaning given such term in the preambles to this Agreement and shall also include their respective permitted successors and assigns.
1.56 Landlord Default shall have the meaning given such term in Article 14 .
1.57 Landlord Liens shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that Landlord Lien shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.
1.58 Lease Year shall mean any Fiscal Year or portion thereof during the Term.
1.59 Leased Improvements shall have the meaning given such term in Section 2.1(b) .
1.60 Leased Intangible Property shall mean all agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits and telephone exchange numbers identified with the Leased Property; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.
1.61 Leased Property shall have the meaning given such term in Section 2.1 .
1.62 Legal Requirements shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlords status as a real estate investment trust.
1.63 Lien shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.
1.64 Management Agreement shall mean, with respect to any Property, any operating, management, franchise or branding agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto, excluding, however, any TA Franchise Agreement.
1.65 Manager shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.
1.66 Minimum Rent shall mean Forty-Eight Million Seven Hundred Eight Thousand Eighty-Four Dollars ($48,708,084) per annum, subject to adjustment as provided in Section 3.1.1(b) .
1.67 New Property shall mean each Property identified on Exhibit B attached hereto.
1.68 Notice shall mean a notice given in accordance with Section 23.10 .
1.69 Offer shall have the meaning given such term in Section 4.1.1(b) .
1.70 Officers Certificate shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.
1.71 Operating Rights shall have the meaning given such term in Section 5.3 .
1.72 Original Lease shall have the meaning given such term in the recitals to this Agreement.
1.73 Other Leases shall mean, collectively, (a) that certain Amended and Restated Lease Agreement No. 1, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (b) that certain Amended and Restated Lease Agreement No. 2, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (c) that certain Amended and Restated Lease Agreement No. 4, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto.
1.74 Overdue Rate shall mean, on any date, a per annum rate of interest equal to the lesser of the Disbursement Rate plus four percent (4%) and the maximum rate then permitted under applicable law.
1.75 Parent shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.
1.76 Percentage Reduction shall be eight and one-half percent (8.5%) other than for any New Property, as to which the Percentage Reduction shall be eight and six tenths percent (8.6%).
1.77 Permitted Encumbrances shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owners or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.
1.78 Permitted Use shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .
1.79 Person shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.
1.80 Prior Rent shall have the meaning given such term in Section 2.4 .
1.81 Property shall have the meaning given such term in Section 2.1 .
1.82 Property Mortgage shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .
1.83 Property Mortgagee shall mean the holder of any Property Mortgage.
1.84 Real Property shall have the meaning given such term in Section 2.1 .
1.85 Rent shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.
1.86 RMR shall have the meaning given such term in Article 22 .
1.87 Rules shall have the meaning given such term in Article 22 .
1.88 SARA shall mean the Superfund Amendments and Reauthorization Act of 1986, as the same has been and may be amended, restated, modified or supplemented from time to time.
1.89 SEC shall mean the Securities and Exchange Commission.
1.90 Shell shall mean Equilon Enterprises LLC (doing business as Shell Oil Products US), a Delaware limited liability company.
1.91 Shell Agreement shall mean that certain Liquefied Natural Gas Dispensing Site License and Sales Agreement, dated as of April 15, 2013, between Tenant and Shell, together with all modifications, amendments and supplements thereto.
1.92 Shell SNDA shall have the meaning given such term in Section 4.5.
1.93 State shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.
1.94 Subordinated Creditor shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.
1.95 Subordination Agreement shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenants obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenants obligations to Landlord under this Agreement.
1.96 Subsidiary shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).
1.97 Successor Landlord shall have the meaning given such term in Section 20.2 .
1.98 Superior Landlord shall have the meaning given such term in Section 20.2 .
1.99 Superior Lease shall have the meaning given such term in Section 20.2 .
1.100 Superior Mortgage shall have the meaning given such term in Section 20.2 .
1.101 Superior Mortgagee shall have the meaning given such term in Section 20.2 .
1.102 TA Franchise Agreement shall mean a franchise agreement and, if applicable, any network lease agreement associated with such franchise agreement, between TCA, or one of its Affiliated Persons, as franchisor, and a Person who is not an Affiliated Person of TCA, as franchisee, for the operation of a Travel Center or other hospitality, fuel and/or service facility by such Person.
1.103 TCA shall mean TravelCenters of America LLC, a Delaware limited liability company, and its permitted successors and assigns.
1.104 Tenant shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.
1.105 Tenants Personal Property shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant acquired by Tenant before, on or after the Commencement Date and located at the Leased Property or used in Tenants business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definition of Fixtures.
1.106 Term shall mean, collectively, the Fixed Term and each Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.
1.107 Transferred Trademarks shall mean all trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, owned by or licensed to Landlord and used in connection with any Travel Center or any other hospitality, fuel and service facility including without limitation trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, such as TravelCenters of America, TA, Goasis, Country Pride, Fork in the Road and Buckhorn Family Restaurants whether or not used at or on the Real Property; and all other licensable intellectual property of any kind or character belonging to Landlord with respect to the Leased Property.
1.108 Travel Center shall mean, with respect to any Property, collectively, the hospitality, fuel and service facilities located at such Property, including, hotel, food and beverage services facilities, fuel pumps, facilities for the storage and distribution of petroleum products, retail shops and other facilities and services being operated or proposed to be operated on such Property.
1.109 UCC shall mean the Uniform Commercial Code as in effect in the State of Ohio.
1.110 Unsuitable for Its Permitted Use shall mean, with respect to any Travel Center, a state or condition such that following any damage, destruction or Condemnation, such Travel Center cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage, destruction or Condemnation, and as otherwise required by this Agreement, within twenty-four (24) months following such damage, destruction or Condemnation or such longer period of time as to which business interruption insurance or Award proceeds is available to cover Rent and other costs related to the applicable Property following such damage, destruction or Condemnation.
1.111 Work shall have the meaning given such term in Section 10.2.4 .
ARTICLE 2
LEASED PROPERTY AND TERM
2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases and licenses to Tenant and Tenant leases and licenses from Landlord all of Landlords right, title and interest in and to all of the following (each of items (a) through (f) below which, as of the Commencement Date, relates to any single Travel Center, a Property and together with item (g) below, collectively, the Leased Property , and those portions of the Leased Property described in items (a) through (d) below being the Real Property ):
(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-38 , attached hereto and made a part hereof (the Land );
(b) all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the Leased Improvements );
(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;
(d) all equipment, machinery and fixtures integral to the operation of the Leased Improvements, and other items of property now or hereafter permanently affixed or integral to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenants Personal Property (collectively, the Fixtures );
(e) all of the Leased Intangible Property;
(f) any and all leases of space in the Leased Improvements; and
(g) all of the Transferred Trademarks whether or not used at or on any Property (such rights of Tenant in the Transferred Trademarks being nonexclusive, worldwide, non-assignable but sublicensable to the extent expressly set forth in this Agreement).
2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its as is condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the Commencement Date or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORDS AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlords rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlords or Tenants name, all at Tenants sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys fees) incurred by Landlord in connection with such cooperation.
2.3 Term . The initial term of this Agreement (the Fixed Term ) shall commence on the Commencement Date and shall expire on December 31, 2026.
The term hereof with respect to the Existing Third Party Trade Names and Service Mark Rights shall be co-terminous with the duration of the third party rights thereto as of January 31, 2007 and may extend beyond the Term, as the same may be extended pursuant to Paragraph 2.4 hereof, or any earlier termination of the Term hereof (but not later than December 31, 2027), and Tenants obligations hereunder to Landlord with respect to any such Existing Third Party Trade Names and Service Mark Rights shall apply throughout such additional period as if it were part of the Term; Tenant hereby representing that such extension for the period beyond what would have been the Term had it expired by passage of time does not apply to more than five (5) Travel Centers or other hospitality, fuel and service facilities in the aggregate.
2.4 Extended Terms . Tenant shall have the right to extend the Term for two (2) renewal terms of fifteen (15) years each (each, an Extended Term ), provided that no Event of Default shall have occurred and be continuing at the time Tenant exercises a right to extend the Term.
If and to the extent Tenant shall exercise the foregoing options to extend the Term, the first Extended Term shall commence on January 1, 2027 and expire on December 31, 2041 and the second Extended Term shall commence on January 1, 2042 and expire on December 31, 2056. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that (x) the Minimum Rent payable during such Extended Term shall be the greater of the Prior Rent and the Fair Market Value Rent for the Leased Property (such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord) (taking into account that the Base Year shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2056. For purposes of this Section 2.4, Prior Rent shall mean an amount equal to the per annum Minimum Rent in effect on the last day of the Fixed Term or Extended Term immediately preceding such Extended Term. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than December 31, 2025, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2040, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlords option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.
ARTICLE 3
RENT
3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.
3.1.1 Minimum Rent
(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.
(b) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed.
3.1.2 Additional Rent
(a) Amount . Tenant shall pay additional rent ( Additional Rent ) with respect to each Lease Year during the Term subsequent to the Base Year, with respect to each Property, in an amount equal to three percent (3%) of Excess Gross Revenues at such Property.
(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears, on the first Business Day of the subsequent quarter, together with an Officers Certificate setting forth the calculation of Additional Rent due and payable for such quarter.
(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such report is true, correct and complete, and (ii) a statement showing Tenants calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such statement is true, correct and complete.
If the annual Additional Rent for such preceding Lease Year as set forth in Tenants statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at
the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.
(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenants books and records and/or to retain an independent public accounting firm of Landlords choice to audit the information set forth in the Officers Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenants books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officers Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenants business operations. If any such review of Tenants books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlords option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid,
as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22 .
Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.
3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or cause to be discharged) as and when due and payable the following (collectively, Additional Charges ):
(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlords net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or
cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .
Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided , however , that Landlords failure to give any such notice shall in no way diminish Tenants obligation hereunder to pay such Impositions.
(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.
(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .
(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, all amounts payable under any equipment leases and all agreements to indemnify Landlord under Section 9.5 .
(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement, Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.
(f) Deferral Rent . Tenant shall pay to Landlord, contemporaneously with the last installment of Minimum Rent attributable to the Fixed Term (or if earlier, on or before the termination of this Agreement), the amount of Twenty-Nine Million Three Hundred Twenty-Three Thousand Nine Hundred Forty-Nine Dollars ($29,323,949).
3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent or Additional Rent or any Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid on its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate
on the amount of such installment, from the due date of such installment or amount to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Property Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.
In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost which is added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Agreement or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Additional Rent.
3.3 Net Lease, Etc. The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent. Landlord and Tenant acknowledge and agree that none of the Rent provided for under this Agreement is allocable to any personal property included in the Leased Property.
3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation; (b) the lawful or unlawful prohibition of, or restriction upon, Tenants use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant
hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.
ARTICLE 4
USE OF THE LEASED PROPERTY
4.1 Permitted Use
4.1.1 Permitted Use
(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name TA, Travel Centers of America or Goasis, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of January 31, 2007, except that Tenant may operate the Travel Centers at the Properties identified on Exhibit C attached hereto under the name Petro or Petro Stopping Centers. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriters regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.
(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided , however , in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an Offer ) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt
of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option (x) the applicable Percentage Reduction of the projected net proceeds determined by reference to such Offer or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this Section 4.1.1(b) with respect to more than 15 Properties in the aggregate under this Agreement and the Other Leases during the Term. For purposes of the preceding sentence, Properties shall include any Property under this Lease and any Property (as defined therein) under any Other Lease.
4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Travel Center located thereon under applicable law.
4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to, use or suffer or permit the use of any Property or Tenants Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Travel Center, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (i) may materially and adversely impair Landlords or Tenants title thereto or to any portion thereof, or (ii) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.
4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (i) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (ii) perform (or cause to be performed) in a timely fashion all of Landlords obligations under any ground lease affecting any Property except as provided in Section 4.4 and (iii) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, permits and other authorizations and agreements required for any use of any Property and Tenants Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.
4.3 Environmental Matters .
4.3.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store on, release or spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly (and shall direct any Manager to promptly): (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Law, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect to Hazardous Substances or violations or alleged violations of Applicable Law (each an Environmental Notice ), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Law and/or presents a material risk of any material cost, expense, loss or damage (an Environmental Obligation ), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, storage, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use, storage or maintenance, or requiring the removal, treatment, containment or other disposition of Hazardous Substances, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related to Hazardous Substances or violations of Applicable Law for which Tenant or any Person claiming by, through or under Tenant and/or Landlord are legally liable, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.
If, at any time prior to the termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on any Property, subject to Tenants right to contest the same in accordance with Article 8 , Tenant shall take (and shall cause to be taken) all actions and incur any and all expenses, as are required by any Government Agency and by Applicable Law, (i) to clean up and remove from and about such Property all Hazardous Substances thereon, (ii) to contain and prevent any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property and (iii) to use good faith efforts to eliminate any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property.
4.3.2 Environmental Report . Tenant shall, at its sole cost and expense, provide Landlord with an Environmental Report (as hereinafter defined), prepared by an environmental consultant reasonably acceptable to Landlord and dated within sixty (60) days of the expiration or sooner termination of this Agreement concluding, subject to customary limitations and standards, that Tenant shall have complied with all of its obligations under Section 4.3 of this Agreement to date and that the Leased Property does not contain any Hazardous Substances, other than in compliance with Applicable Laws, and which, at Landlords request, Tenant shall remove from the Leased Property on or before the expiration or sooner termination hereof. An Environmental Report shall be a so-called Phase I report or such
other level of investigation which shall be the standard of diligence in the purchase or lease of similar property at the time, together with any additional investigation and report which would be needed to make the conclusions required above or which would customarily follow any discovery contained in any initial report(s), and for which the investigation and testing on which the conclusions shall have been based shall have been performed not earlier than thirty (30) days prior to the date of such report.
4.3.3 Underground Storage Tanks . It is expressly understood and agreed that Tenants obligations under this Agreement shall include the maintenance and, if necessary, replacement of underground storage tanks at the Leased Property. Upon the expiration or sooner termination of this Agreement, Tenant shall pay to Landlord the amount of any asset retirement obligation reserve for underground storage tanks located at the Leased Property that Tenant would be required to recognize on its books and records pursuant to GAAP if Tenant owned those underground storage tanks. Upon such payment, Tenants obligations under this Agreement with respect to the maintenance and replacement of underground storage tanks shall terminate.
4.3.4 Survival . The provisions of this Section 4.3 shall survive the expiration or sooner termination of this Agreement.
4.4 Ground Leases . Tenant shall pay and perform all of Landlords obligations as tenant under the Ground Leases. If Landlord has the right, under the provisions of any of the Ground Leases, to elect to renew or extend the term of such Ground Leases or to purchase the ground leased property, Tenant shall so notify Landlord at least one hundred eighty (180) days (but no more than one (1) year) prior to the expiration of the period within which Landlord is obligated to notify the landlord under such Ground Leases of its election to renew, extend or purchase, as the case may be. Such notice from Tenant shall contain all of the relevant facts about the impending election to renew, extend or purchase, including, as applicable, the length of the period of renewal, the rental rate and/or the purchase price. In the event of the expiration or termination of any Ground Lease, this Agreement shall terminate with respect to such Property as of the date of such expiration or termination; provided , however , in such event, there shall be no reduction in the Minimum Rent. Landlord shall provide Tenant copies of notices received by Landlord from the lessor under any Ground Lease.
4.5 Shell Agreement . Tenant shall comply with its obligations under the Shell Agreement and Landlord and Tenant agree that this Agreement and the Other Leases shall, for purposes of Section 2 of the Subordination, Non-Disturbance and Attornment Agreement among Landlord, HPT PSC Properties Trust, HPT PSC Properties LLC, Tenant and Shell entered into as of April 15, 2013 ( Shell SNDA )in connection with the Shell Agreement, constitute a replacement Lease, as defined in the SNDA, for the Original Lease.
ARTICLE 5
MAINTENANCE AND REPAIRS
5.1 Maintenance and Repair
5.1.1 Tenants General Obligations
(a) Tenant shall keep (or cause to be kept), at Tenants sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenants Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenants or any Managers use, any prior use, the elements or the age of the Leased Property or Tenants Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Travel Centers in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenants use, occupancy and maintenance of the Leased Property shall comply with all published requirements imposed from time to time on a system-wide basis for TCA Travel Centers. Tenants obligations under this Section 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in Article 10 and Article 11 and Tenants obligations with respect to Hazardous Substances are as set forth in Section 4.3 .
(b) Tenant shall prepare and submit to Landlord for Landlords approval, on or before December 1 of each Lease Year during the Term hereof and for the next following Lease Year, a detailed budget (the Capital Replacements Budget ) for each Property, projecting all costs, expenses and expenditures expected to be incurred at such Property during the following Lease Year for Capital Additions. Each Capital Replacements Budget shall be supplemented by such information as Landlord shall reasonably request from time to time.
5.1.2 Landlords Obligations
(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect on the Commencement Date or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanics lien laws now or hereafter existing.
(b) If, pursuant to the terms of this Agreement, Tenant is required to make any Capital Expenditures, including, without limitation, the Capital Expenditures identified in any Capital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature
of the required Capital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenants obligation to make such required Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such Capital Expenditure.
5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased Property or on Landlords interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.
Nothing contained in this Agreement shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the performance of any labor or the furnishing of any materials for any alteration, addition, improvement or repair to the Leased Property or any part thereof or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Leased Property or any part thereof nor to subject Landlords estate in the Leased Property or any part thereof to liability under any mechanics lien law of any State in any way, it being expressly understood Landlords estate shall not be subject to any such liability.
5.2 Tenants Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenants Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after January 31, 2007, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenants rights and obligations under such agreement upon Landlords purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Travel Center by Landlord or its designee.
5.3 Yield Up . Upon the expiration or sooner termination of this Agreement, Tenant shall remove all of Tenants Personal Property (other than that purchased by Landlord pursuant to Article 15 ) and vacate and surrender the Leased Property to Landlord (except that Tenant shall
not surrender its rights to use the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, to the extent necessary for it to comply with its obligations with respect to the Existing Third Party Trade Names and Service Mark Rights until the various dates on which the rights thereto of such third parties expire, to the extent and as more particularly described in Section 2.3 ) in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 , excepted).
In addition, upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlords sole cost and expense, use its good faith efforts to transfer (or cause to be transferred) to Landlord or its nominee, and cooperate with Landlord or Landlords nominee in connection with the processing of all applications for, licenses, operating permits and other governmental authorizations and all contracts, including contracts with Government Agencies and rights with third party franchisors which may be necessary for the use and operation of the Travel Centers as then operated (all such licenses, permits, authorizations and contracts being Operating Rights ). Tenant hereby appoints Landlord as its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this paragraph and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with Government Agencies, and executing any instruments, assignments, conveyances, and other transfers which are required to be taken or executed by Tenant, on its behalf and in its name, which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution of Tenant.
If requested by Landlord, Tenant shall continue to manage one or more of the Travel Centers after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms (including receipt by Tenant of a market management fee), as Landlord shall reasonably request.
5.4 Management and Franchise Agreements . Tenant shall not, without Landlords prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to Tenants Affiliated Persons), enter into, amend or modify the provisions of, or extend or renew (or allow to be entered into, amended, modified, extended or renewed) any Management Agreement or TA Franchise Agreement. Any agreements entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia , that all amounts due from Tenant thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due from it thereunder) and for termination thereof, at Landlords option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action or consent under, any Management Agreement or TA Franchise Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord. Tenant shall enforce, or cause to be enforced, all rights of the franchisor under the TA Franchise Agreements.
ARTICLE 6
IMPROVEMENTS, ETC.
6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlords prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officers Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property or with respect to any Capital Addition approved in the applicable Capital Replacements Budget and having an aggregate cost not to exceed $250,000. Prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any such proposed improvement and shall provide to Landlord such plans and specifications, and such permits, licenses, contracts and such other information concerning the same as Landlord may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenants proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed improvement shall be deemed to constitute approval of the same. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such proposed improvement and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenants interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlords sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.
6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.
ARTICLE 7
LIENS
Subject to Article 8 , Tenant shall use its best efforts not, directly or indirectly, to create or allow to remain and shall promptly discharge (or cause to be discharged), at its expense, any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property, or any portion thereof, or Tenants leasehold interest therein or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and other encumbrances which are consented to in writing by Landlord, (c) liens for those
taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases permitted by Article 16 , (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 8 , (f) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable or are for sums that are being contested in accordance with Article 8 , (g) any Property Mortgages or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.
ARTICLE 8
PERMITTED CONTESTS
Tenant shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, Claims ) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenants obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any ground lease, mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such ground lease, mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8 ) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.
ARTICLE 9
INSURANCE AND INDEMNIFICATION
9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep
(or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Lease Year, and shall submit such proposal to Landlord on or before December 1 st of the preceding Lease Year, for Landlords review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.
9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.
9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holders rating of no less than A in Bests latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Five Hundred Thousand Dollars ($500,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of workers compensation insurance coverage, shall name Landlord and any Property Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and workers compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid and shall deliver (or cause to be delivered) policies or certificates thereof to Landlord prior to their effective date (and, with respect to any renewal policy, prior to the expiration of the existing policy). All such policies shall provide Landlord (and any Property Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Property Mortgagee at the times required, Landlord shall have the right, upon Notice to Tenant, but not the obligation, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.
9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing
an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Property Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure).
9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlords gross negligence or willful misconduct: (a) any accident or injury to, or death of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way during the Term, (b) any past, present or future condition or use, misuse, non-use, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property, Tenants Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties relating to any Property or portion thereof or Tenants Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof, including failure to perform obligations under this Agreement, to which Landlord is made a party during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.3.1 ), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlords prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 shall survive the termination of this Agreement.
ARTICLE 10
CASUALTY
10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance or insurance proceeds for Tenants Personal Property) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and
such losses may be adjusted without Landlords consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of Section 10.2.4 . Any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .
10.2 Damage or Destruction
10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Travel Center located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property, Landlord shall be entitled to retain the insurance proceeds payable on account of such damage, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Travel Center, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor, and the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the total amount received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Travel Center located thereon is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Travel Center as provided in Section 10.2.4 .
10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Travel Center exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable in Landlords sole discretion by Notice to Tenant, given within sixty (60) days after Tenants notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any
insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.
10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the Work ), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (i) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ii) general contractors estimates, (iii) architects certificates, (iv) conditional lien waivers of general contractors, if available, (v) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (vi) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing the amount thereof with Landlord and (vii) such other certificates as Landlord may, from time to time, reasonably require.
Landlords obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Property Mortgagee to Landlord.
Tenants obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).
10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Travel Center thereon rendered Unsuitable for Its Permitted Use.
10.4 Tenants Personal Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenants Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenants Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenants Personal Property.
10.5 Restoration of Tenants Personal Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenants Personal Property, or (b) replace such alterations and improvements and Tenants Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.
10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.
10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.
ARTICLE 11
CONDEMNATION
11.1 Total Condemnation, Etc. If either (i) the whole of any Property shall be taken by Condemnation or (ii) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 . Upon payment to Landlord of any such Award, the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the amount of such Award received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall
become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlords sole election by Notice to Tenant given within sixty (60) days after Tenants Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .
Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (b) general contractors estimates, (c) architects certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlords obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Property Mortgage, and the release of such Award by the applicable Property Mortgagee. Tenants obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Property Mortgagee to Landlord.
11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.
11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenants interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. The entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such
period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.
11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenants leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenants Personal Property, the taking of Capital Additions paid for by Tenant and Tenants removal and relocation expenses shall be the sole property of and payable to Tenant. In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.
ARTICLE 12
DEFAULTS AND REMEDIES
12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:
(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due and should such failure continue for a period of five (5) Business Days after Notice thereof from Landlord to Tenant; or
(b) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clause (a) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or
(c) should any obligation of Tenant or any Guarantor in respect of any Indebtedness of Ten Million Dollars ($10,000,000) or more for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or
(d) should an event of default occur and be continuing beyond the expiration of any applicable cure period under any Guaranty; or
(e) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or
(f) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenants or any Guarantors debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or
(g) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or
(h) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give Notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or
(i) should there occur any direct or indirect Change in Control of Tenant or any Guarantor, except as otherwise permitted by Article 16 ; or
(j) should there occur any Event of Default (as defined therein) under any Other Lease.
then, and in any such event, Landlord, in addition to all other remedies available to it, may terminate this Agreement with respect to any or all of the Leased Property (except with respect to any Existing Third Party Trade Names and Service Mark Rights to the extent and as more particularly described in Section 2.3) by giving Notice thereof to Tenant and upon the expiration of the time, if any, fixed in such Notice, this Agreement shall terminate with respect to all or the designated portion of the Leased Property and all rights of Tenant under this Agreement with respect thereto shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenants breach of this Agreement.
Upon the termination of this Agreement in connection with any Event of Default, Landlord may, in addition to any other remedies provided herein (including the rights set forth in Section 5.3 ), enter upon the Real Property, or any portion thereof and take possession thereof, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord).
12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of
Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent and Additional Charges to be reasonably calculated by Landlord) which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.
At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages beyond the date of such termination, at Landlords election, Tenant shall pay to Landlord an amount equal to the present value (as reasonably determined by Landlord using a discount rate equal to five percent (5%) per annum) of the excess, if any, of the Rent and other charges which would be payable hereunder from the date of such termination (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Additional Rent and Additional Charges would be the same as payments required for the immediately preceding twelve calendar months, or if less than twelve calendar months have expired since the Commencement Date, the payments required for such lesser period projected to an annual amount) for what would be the then unexpired term of this Agreement if the same remained in effect, over the fair market rental for the same period. Nothing contained in this Agreement shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.
In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may, (a) relet the Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlords option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) may make such reasonable alterations, repairs and decorations in the Leased Property, or any portion thereof, as Landlord, in its sole and absolute discretion, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to relet all or any portion of the Leased Property, or, in the event that the Leased Property is relet, for failure to collect the rent under such
reletting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.
Notwithstanding anything to the contrary set forth in this Agreement, if an Event of Default shall be triggered solely with respect to any of Sections 3.1.2(c) , 3.1.2(d) , 5.4 , 9.5(d) , 12.1(c) , 12.1(d) , 12.1(i) , 17.2(a) , 17.2(b) , 21.1 , 21.3 , 21.4 or 21.9 (and not with respect to any other Section of this Agreement), in no event shall the damages recovered by Landlord pursuant to this Agreement exceed an amount equal to the sum of (i) the present value (as reasonably determined by Landlord using a discount rate equal to ten and nine tenths percent (10.9%) per annum) of the Minimum Rent which would be payable hereunder from the date of such termination for what would be the then unexpired Term of this Agreement if the same remained in effect; and (ii) all amounts due and unpaid under this Agreement as of the date of the occurrence of the Event of Default.
12.3 Tenants Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.
12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenants current and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.
12.5 Landlords Right to Cure Tenants Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Real Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlords sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.
ARTICLE 13
HOLDING OVER
Any holding over by Tenant after the expiration or sooner termination of this Agreement shall be treated as a daily tenancy at sufferance at a rate equal to two (2) times the Minimum Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions set forth in this Agreement, to the extent applicable. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Agreement.
ARTICLE 14
LANDLORD DEFAULT
If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenants obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a Landlord Default by a second Notice to Landlord and to such Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenants invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.
If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlords Notice of dispute, either may submit the matter for resolution in accordance with Article 22 .
ARTICLE 15
PURCHASE OF TENANTS PERSONAL PROPERTY
Landlord shall have the option to purchase Tenants Personal Property and any other property of any of Tenants subtenants which are Affiliated Persons of Tenant and which is used in connection with the operation of any Travel Center, at the expiration or sooner termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement
cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed such as equipment leases, conditional sale contracts and other encumbrances securing such liabilities to which such Personal Property or property of such subtenant is subject. In addition, upon the expiration or sooner termination of this Agreement, Landlord shall have the right (i) to require Tenant or any Affiliated Person of Tenant to grant a perpetual license to Landlord or its nominee all software programs and similar intellectual property owned or licensed by Tenant or any such Affiliated Person used at the Travel Centers for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed, and (ii) to offer employment to any and all employees of Tenant and any Affiliated Person of Tenant employed at the Travel Centers. Tenant shall cause each Affiliated Person of Tenant to enter into any license and sub-license necessary to effectuate the foregoing and shall not interfere with, and shall cause each such Affiliated Person to cooperate with Landlord and its nominees, and not to interfere with, the exercise of such right.
ARTICLE 16
SUBLETTING AND ASSIGNMENT
16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlords prior written consent (which consent may be given or withheld in Landlords sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.
For purposes of this Section 16.1 , an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant.
If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1 , the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.
Any assignment or transfer of Tenants interest under this Agreement shall be subject to such assignees or transferees delivery to Landlord of a Guaranty, which Guaranty shall be in
form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder.
No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1 . No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenants interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlords option.
16.2 Required Sublease Provisions . Except for subleases which are terminable at will by Tenant on not more than sixty (60) days prior notice, any sublease of all or any portion of the Leased Property entered into on or after the Commencement Date shall provide (a) that the subtenant shall, at Landlords or Tenants request pursuant to Tenants obligations or Landlords rights under Section 5.3 or Article 15 , transfer as so requested any of its Operating Rights and/or other property relating to such Leased Property (and shall be deemed to have granted Landlord the power of attorney with respect to its Operating Rights and other property as Tenant has granted pursuant to the second sentence of the second paragraph of Section 5.3 ); (b) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (c) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlords option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Property Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) months rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (d) in the event that such subtenant receives a written Notice from Landlord or any Property Mortgagee stating that this Agreement has terminated, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. Such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (a) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this
Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (b) in case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.
The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .
16.3 Permitted Sublease . Subject to the provisions of Section 16.2 and Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance without consent, (a) enter into third party agreements or sublease space at any Property for fuel station, restaurant/food service or mechanical repair purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Property Mortgagee may reasonably require, and (b) enter into one or more subleases or licenses with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof (including but without limitation with respect to any trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, constituting part of the Transferred Trademarks), provided such subleases or licenses or sublicenses do not grant any rights beyond the Term. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases, licenses or sublicenses with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (b), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenants (nor any Guarantors) liability for the Rent and other obligations of Tenant under this Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Hospitality Properties Trust is required to file any tax returns in any State where such affected Leased Property is located.
16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet or sublicense the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee or sublicensee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee or sublicensee, any other formula such that any portion of such sublease rental or sublicense would fail to qualify as rents from real property within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord or any Affiliated Person for treatment as a real estate investment trust under the Code.
ARTICLE 17
ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS
17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officers Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.
17.2 Financial Statements . Tenant shall furnish or cause TCA to furnish, as applicable, the following statements to Landlord:
(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by the Financial Officers Certificate;
(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officers Certificate;
(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of Capital Expenditures prepared on a Property by Property basis and a combined basis, accompanied by a Financial Officers Certificate;
(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith;
(e) promptly after receipt or sending thereof, copies of all notices alleging a material default given or received by Tenant under any Management Agreement or TA Franchise Agreement; and
(f) promptly upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant, any Guarantor, and/or any Affiliated Person of Tenant as Landlord reasonably may request from time to time.
Landlord may at any time, and from time to time, provide any Property Mortgagee with copies of any of the foregoing statements, subject to Landlord obtaining the agreement of such Property Mortgagee to maintain such statements and the information therein as confidential.
ARTICLE 18
LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT
18.1 Inspection . Tenant shall permit Landlord and its authorized representatives to inspect the Leased Property, or any portion thereof, during usual business hours upon not less than forty-eight (48) hours notice and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Agreement, provided that any inspection or repair by Landlord or its representatives will not unreasonably interfere with Tenants use and operation of the Leased Property and further provided that in the event of an emergency, as determined by Landlord in its reasonable discretion, prior Notice shall not be necessary.
18.2 Quality Control . Landlord shall have the right to exercise quality control over the use made by Tenant (and any and all Affiliated Persons and permitted sublicensees) of the Transferred Trademarks to a degree reasonably necessary to maintain the validity and enforceability of the Transferred Trademarks and to protect the goodwill associated therewith. Tenant (and any and all Affiliated Persons and permitted sublicensees) shall not combine the Transferred Trademarks with any other trademarks, service marks, trade names, logos, domain names or other brand-source indicia unless it obtains Landlords prior written consent.
18.3 Transferred Trademarks, Registration and Maintenance . Tenant shall be responsible for trademark registration and maintenance on behalf of Landlord.
18.4 Enforcement . In the event that Tenant (or any Affiliated Person or sublicensee) learns of any infringement or unauthorized use of any of the Transferred Trademarks, it shall promptly notify Landlord. If requested to do so, Tenant (and any and all Affiliated Persons and sublicensees) shall cooperate with and assist Landlord in any action that Landlord may commence to protect its right, title and interest in the Transferred Trademarks, including joining the action as a party if necessary.
ARTICLE 19
EASEMENTS
19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:
(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);
(b) Landlord receives an Officers Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and
(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the requirements of such Managers Management Agreement or that such consent is not required.
19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.
19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.
ARTICLE 20
PROPERTY MORTGAGES
20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ( Encumbrance ) upon the Leased Property, or any portion thereof, or interest therein, whether to secure any borrowing or other means of financing or refinancing.
20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Lease and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called Superior Landlord and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Mortgage and the holder, trustee or beneficiary of a Superior Mortgage is
herein called Superior Mortgagee . Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 .
If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, Successor Landlord ), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlords request, Tenant shall attorn to and recognize the Successor Landlord as Tenants landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlords interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlords obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenants agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b) , and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.
20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Property Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice
from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Property Mortgagee or Superior Landlord unless and until a copy of the same is given to such Property Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlords defaults within the applicable notice and cure periods set forth in Article 14 by such Property Mortgagee or Superior Landlord shall be treated as performance by Landlord.
ARTICLE 21
ADDITIONAL COVENANTS OF LANDLORD AND TENANT
21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenants Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenants Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.
21.2 Conduct of Business . Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto) and shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its legal existence and its rights and licenses necessary to conduct such business.
21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.
21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two
Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.
21.5 Indebtedness of Tenant . Tenant shall not create, incur, assume or guarantee, or permit to exist, or become or remain liable directly or indirectly upon, any Indebtedness except the following:
(a) Indebtedness of Tenant to Landlord;
(b) Indebtedness of Tenant for Impositions, to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Article 8 ;
(c) Indebtedness of Tenant in respect of judgments or awards (i) which have been in force for less than the applicable appeal period and in respect of which execution thereof shall have been stayed pending such appeal or review, or (ii) which are fully covered by insurance payable to Tenant, or (iii) which are for an amount not in excess of $250,000 in the aggregate at any one time outstanding and (x) which have been in force for not longer than the applicable appeal period, so long as execution is not levied thereunder or (y) in respect of which an appeal or proceedings for review shall at the time be prosecuted in good faith in accordance with the provisions of Article 8 , and in respect of which execution thereof shall have been stayed pending such appeal or review;
(d) unsecured borrowings of Tenant from its Affiliated Persons which are by their terms expressly subordinate pursuant to a Subordination Agreement to the payment and performance of Tenants obligations under this Agreement; or
(e) Indebtedness for purchase money financing in accordance with Section 21.8(a) and other operating liabilities incurred in the ordinary course of Tenants business;
(f) Indebtedness of Tenant as guarantor or borrower secured by Liens permitted under Section 21.8(c) ; or
(g) A guaranty of TCAs obligations under its revolving line of credit and for any privately placed or publicly issued debt.
21.6 Distributions, Payments to Affiliated Persons, Etc. Tenant shall not declare, order, pay or make, directly or indirectly, any Distributions or any payment to any Affiliated Person of Tenant (including payments in the ordinary course of business) or set apart any sum or property therefor, or agree to do so, if, at the time of such proposed action, or immediately after giving effect thereto, any Event of Default shall have occurred and be continuing. Otherwise, as long as no Event of Default shall have occurred and be continuing, Tenant may make Distributions and payments to Affiliated Persons; provided , however , that any such payments shall at all times be subordinate to Tenants obligations under this Agreement.
21.7 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.
21.8 Liens and Encumbrances . Except as permitted by Article 7 and Section 21.5 , Tenant shall not create or incur or suffer to be created or incurred or to exist any Lien on this Agreement or any of Tenants assets, properties, rights or income, or any of its interest therein, now or at any time hereafter owned, other than:
(a) Security interests securing the purchase price of equipment or personal property whether acquired before or after the Commencement Date; provided , however , that (i) such Lien shall at all times be confined solely to the asset in question and (ii) the aggregate principal amount of Indebtedness secured by any such Lien shall not exceed the cost of acquisition or construction of the property subject thereto;
(b) Permitted Encumbrances;
(c) Security interests in Accounts or Chattel Paper, in Support Obligations, General Intangibles or Deposit Accounts relating to such Accounts or Chattel Paper, in any Instruments or Investment Property evidencing or arising from such Accounts or Chattel Paper, in any documents, books, records or other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to any property described in this Section 21.8(c) or in any Proceeds of any of the foregoing (capitalized terms used in this Section 21.8(c) without definition being used as defined in or for purposes of Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts); or
(d) As permitted pursuant to Section 21.5 .
21.9 Merger; Sale of Assets; Etc. Without Landlords prior written consent (which consent may be given or withheld in Landlords sole discretion), Tenant shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, all or any material portion of its assets (including capital stock or other equity interests) or business to any Person, (ii) merge into or with or consolidate with any other Entity, or (iii) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, any personal property or fixtures or any real property; provided , however , that, notwithstanding the provisions of clause (iii) preceding, Tenant may dispose of equipment or fixtures which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility (but not necessarily having the same function) have been provided.
21.10 Bankruptcy Remote Entities . At Landlords request, Tenant shall make such amendments, modifications or other changes to its charter documents and governing bodies (including, without limitation, Tenants board of directors), and take such other actions, as may from time to time be necessary to qualify Tenant as a bankruptcy remote entity, provided that Landlord shall reimburse Tenant for all costs and expenses reasonably incurred by Tenant in connection with the making of such amendments or modifications.
21.11 Trade Area Restriction . Notwithstanding anything to the contrary in this Agreement, except for Travel Centers owned by Landlord or any Affiliated Person of Landlord, neither Tenant nor any Affiliated Person of Tenant shall acquire, own, franchise, finance, lease, manage, operate or open any Travel Center or similar business (it being agreed by Landlord and Tenant that convenience stores which provide services primarily to non-professional drivers shall not be a similar business) within seventy-five (75) miles in either direction along the primary interstate on which any Property is located without Landlords consent, which consent may be given or withheld in Landlords sole discretion. Notwithstanding the foregoing, Landlord confirms that, subject to the other terms and conditions of this Agreement, Tenant or any Affiliated Person of Tenant may acquire, own, franchise, finance, lease, manage, operate or open the Travel Centers identified on Exhibit D attached hereto.
ARTICLE 22
ARBITRATION
Any disputes, claims or controversies arising out of or relating to this Agreement, (i) between the parties or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party (which, for purposes of this Article 22 , shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any member, trustee, officer, manager (including Reit Management & Research LLC ( RMR ) or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration provision, or the declarations of trust, limited liability company agreements or bylaws of any party hereto (all of which are referred to as Disputes ), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the Rules ) of the American Arbitration Association ( AAA ) then in effect, except as those Rules may be modified in this Article 22 . For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Article 22 , the term party shall include any direct or indirect parent of a party.
There shall be three arbitrators. If there are only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration. Such arbitrators may be affiliated or interested persons of such parties. If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall
be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA. The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen days of the appointment of the second arbitrator. If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.
The place of arbitration shall be at the office of the AAA in Boston, Massachusetts unless otherwise agreed by the parties and all parties waive all questions of personal jurisdiction and venue for the purpose of carrying out this paragraph.
There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.
In rendering an award or decision (the Arbitration Award ), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.
Except to the extent as otherwise agreed by the parties after the date of this Agreement, each party involved in a Dispute shall bear its own costs and expenses (including attorneys fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys fees) or, in a derivative case or class action, award any portion of a partys award to the claimant or the claimants attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.
An Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Each party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.
This Article 22 is intended to benefit and be enforceable by the shareholders, members, direct and indirect parents, trustees, directors, officers, managers (including RMR or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.
ARTICLE 23
MISCELLANEOUS
23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under applicable law, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.
23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.
23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.
23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.
23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.
23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, this Agreement or the leasehold estate created hereby and the fee estate or ground landlords interest in the Leased Property.
23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.
23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Real Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenants ability to operate any Travel Center and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.
23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.
23.10 Notices .
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the
case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to Landlord:
c/o Hospitality Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Attn: Mr. John G. Murray
Telecopier No. (617) 969-5730
if to Tenant:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: Mr. Thomas M. OBrien
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement. Tenant hereby acknowledges that the agreement between Landlord and Tenant to treat this Agreement as a single lease in all respects was and is of primary importance, and a material inducement, to Landlord to enter into this Agreement. Without limiting the generality of the foregoing, the parties hereto acknowledge that this Agreement constitutes a single lease of the Leased Property and is not divisible notwithstanding any references herein to
any individual Property and notwithstanding the possibility that certain individual Properties may be deleted herefrom pursuant to the express provisions of this Agreement.
23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.
23.13 Applicable Law, Etc. Except as to matters regarding the internal affairs of Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of Landlord for obligations of Landlord, as to which the laws of the State of Maryland shall govern, this Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.
23.15 Attorneys Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing partys costs and expenses, including reasonable attorneys fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.
23.16 Nonliability of Trustees . THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION ), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME OF SUCH ENTITY REFERS TO THE TRUSTEES UNDER
SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY. ALL PERSONS DEALING WITH SUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
23.17 Original Lease . The Original Lease shall continue to govern the rights and obligations of the parties with respect to periods prior to the Commencement Date.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.
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LANDLORD: |
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HPT TA PROPERTIES TRUST |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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HPT TA PROPERTIES LLC |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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TENANT: |
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TA OPERATING LLC |
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By: |
/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President |
[Signature Page to Amended Restated Lease No. 3]
EXHIBITS A-1 through A-38
Land
Exhibit |
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TA Site No. |
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Property Address |
A-1 |
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16 |
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3501 Buttermilk Road, Cottondale (Tuscaloosa), AL 35453. |
A-2 |
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225 |
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1010 North 339th Avenue, Tonopah, AZ 85354. |
A-3 |
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40 |
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3524 S. Highway 99 W., Corning, CA 96021. |
A-4 |
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26 |
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4265 East Guasti Road, Ontario, CA 91761. |
A-5 |
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228 |
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2200 Ninth Street, Limon, CO 80828. |
A-6 |
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154 |
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1875 Meriden-Waterbury Turnpike, Milldale, CT 06467. |
A-7 |
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247 |
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P.O. Box 638, Baldwin, FL 32234. |
A-8 |
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258 |
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2995 US Highway 17 South, Brunswick, GA 31525. |
A-9 |
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146 |
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981 Cassville-White Road, Cartersville, GA 30121. |
A-10 |
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92 |
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505 Truckers Lane R.R. #7, Bloomington, IL 61701. |
A-11 |
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35 |
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1702 West Evergreen, Effingham, IL 62401. |
A-12 |
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10 |
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2510 Burr Street, Gary, IN 46406. |
A-13 |
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173 |
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5930 E. State Road 334, Whitestown, IN 46075. |
A-14 |
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93 |
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7777 Burlington Pike, Florence, KY 41042. |
A-15 |
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161 |
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1701 N. University Avenue, Lafayette, LA 70507. |
A-16 |
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216 |
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5501 ODonnell St. Cutoff, Baltimore, MD 21224. |
A-17 |
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198 |
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6364 Dixie Highway, Saginaw, MI 48722. |
A-18 |
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116 |
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6100 Sawyer Road, Sawyer, MI 49125. |
A-19 |
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51 |
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854 State Highway 80, Matthews, MO 63867. |
A-20 |
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181 |
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6000 E. Frontage Road, Mill City, NV 89418. |
A-21 |
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218 |
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I-295 Exit 18 Berkley Rd., Paulsboro, NJ 08066. |
A-22 |
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229 |
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1700 U.S. Route 66 West, Moriarty, NM 87035. |
A-23 |
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210 |
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125 Neelytown Road, Montgomery (Maybrook), NY 12549. |
A-24 |
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11 |
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6762 St. Rt. 127, Eaton (Dayton), OH 45320. |
A-25 |
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87 |
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3483 Libbey Road, Perrysburg (Toledo), OH 43551. |
A-26 |
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36 |
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801 South Council Road, Oklahoma City (East), OK 73128. |
A-27 |
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183 |
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790 NW Frontage Road, Troutdale, OR 97060. |
A-28 |
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213 |
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10835 John Wayne Drive, Greencastle, PA 17225. |
A-29 |
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214 |
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875 N. Eagle Valley Rd., Milesburg, PA 16853. |
A-30 |
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25 |
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1402 E. Main Street, Duncan (Spartanburg), SC 29334. |
A-31 |
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157 |
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4400 Peytonville Road, Franklin, TN 37064. |
A-32 |
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55 |
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7000 I-40 East Whitaker Road, Amarillo, TX 79118. |
A-33 |
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235 |
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8301 N. Expressway 281, Edinburg, TX 78541. |
A-34 |
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233 |
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1700 Wilson Road, Terrell, TX 75161. |
A-35 |
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186 |
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1100 North 130 West, Parowan, UT 84761. |
A-36 |
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142 |
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10134 Lewison Rd., Ashland, VA 23005. |
A-37 |
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50 |
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5901 Highway 51, DeForest (Madison), WI 53532. |
A-38 |
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234 |
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1400 Higley Blvd., Rawlins, WY 82301. |
[See attached copies.]
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EXHIBIT A-1 TA Tuscaloosa 3.50 l Buttermilk Road Cottondal(Tuscaloosa). AL LEGAL DESCRIPTION AiJ lhSt certain bt or parcelcf land' sltUaIn the CoUI\ty of Tuscaloosa, State of Alabama, and .g !1\0fO partlcufariy dasOr!bed as fottows:· ·suRfRtGHTs'ONLYIn and to thoro« · · A pat land located In the Southwest Quarter of the N«thoast Quarter and k'l Ul'l North'Hest Quarter of the Northeast a and k1 thet Quadsf o( the Nonheast Quarter of Secti6n 3{); Township 21 South, Range_ 9 West Huntsv«le Mer1dlan In TUIC81oosa Courit}i, Alabama, and being moradescribed a fol : - As-the -POINT OF·BEGtNNING,· stm1 at--a Concfflte Mooumant·c:cepmd lo mari< the·SoutheaSt comer or the Soutllwail Quarter of the Nor1Mast Qua.l1er ot talcf Sn 35, Town!Jtlip 21South, Range 9 West 8fld run North 1 degrees 32 mlnutaa, 23 aeoonds West (Magnetfc) and llonQ east boundof said Sou wesOuar1er of lhe No:ftheast Qusr35 for the ·a dlsta!ice of ·132408 root to an Iron pipe accepted. to martt the NOfihoo&t comer of aald Sovu;west Ouartec' of the Northeast Quarter, lheooe No SoUlh 86 dagroos2 minutes 30 seconds East tot a dlstance of 107.80 reet to the anrten ne·at Ulle Hunicane Creek: thence run North 11 degrees 45 minutes 32 iecortds West and atang cakf centerfrne of midk fer a distance of 89.0 feet to a polnt; thence run North 84 degrees 56 mlootas 25 seconda West for a dt&tance of 1364.77 teet lo a JKllnt lytog on the Eastam 'right of way morgln of lhe Buttermltk Road,aid po{nC ly{ng 100 feet from the relocated centerilne of lhe &ttermllk Road; thence run South 2 degreea 37 minutes 32 seconds East aoo srong said Eastern right of way margin for a distance of 3-40.34 feet to PT Station 357-t-61.81, &aid curve being coflOa't'e to lhe West and having a Delta or 3 degrees 30 minutes and s centedino Radius of 11459.19 reet; thence run South 1 degrees 05 minutGG 46 &eC()nds East und afong sakf rfgtlt of way curve for a c®rd dlstGnce of617.08 feelto a pof11t. ld polo1 being sta1fon351+50 on i8kl eight of way; ftence run South 61 degrees 56 minutes 19 s nds East and along lha right of way for 1-59 for a distance of 101.58 feet to a polnl on a curve being COI\C8Ve to tho South and having a Delta of 35 degrees 59 mlnulat 46 teconds and a Radius of7a2.95 feet; thence run South 74 degrees 44 minutes 55 seconds East and along &aid right or way ctlfYe for a chord cflstaOCQ of 2Q.f.39 feet to a point; thence run South 45 degraes 16 minutes ;l3 seconds East and along aafd right of way for a distance of 192.81 root lo PT Stalfon 717t..1.19; theOCQ run South 40 degrees 42 minutes 01 seconds East and afong sal'd right of way for a distance of 162.62 reet to a polnt; tllence n.m South 63 degrees 07 mtnulas 44 sacands East and along sal:d rtght of way for distance of 112.72 feet to PC Sla(ion 720+12.72 of a curve'belng cqncave to the Northeast and_havlng a Delta ot 29 degreeG 01 minute and a Radius of 1020.91 feethence F\.ln South 60 degrees 36 minutes 08 seconds Eas1 and along said right of way curva for a chord distance of 266.75 feet to a polnsaid point lying oo !ha South boundary of the Southwnt Quar1ar of the NorUlaast Quarter or sold Section 35; thence run South 88 d ees 16 utes 01 seconcts East and along said Sotlth boundary of Dle Southwest Quarter of the Northeast Quarter of said Sadlon 35 rot' a distance ot 425,76 feet to the POINT OF BEGINNING, (OfTTllng an lnter1or angle of closuof ae degrees 43 minutes 36 seconds. LESS AND EXCEPT any Part of the subject property which may be contarnad wlthrn that certsln condemnation proceeding filad In the Probate Offlca of Tuscaloosa County, Alabama, Identified by Case No. 87-185, and recorded in Probata Minutes Record 18G, at Page 651, et SQq. Also LESS AND EXCEPT lhat certain property descr1bed In Deed Book 1006, Bt Page 318 In said Probate . |
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EXHIBIT A-2 TA Tonopah 1 010 North 339th Avenue Tonopah, AZ PARCEL NO. 1: (FEE PARCEL) TliE EAST ONE-HALF OF THE NORTliEAST QUARTER OF SECTION 5,TOWNSHIP 1NORTH, RANGE 5 WEST, OF TilE GILA AND SALT RNER BASE AND MERIDIAN,MARICOPA COUNTY, ARIZONA. EXCEPT TiiE SOUlff 15 FEET FOR ROAD PURPOSES. ALSO EXCEPT THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SEcnON 5, TOWNSHIP 1 NORnf, RANGE. 5 WEST,OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA,WHICH UES WITHIN THE FOU.OWING DESCRIBED TRACT Of LAND: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 5; 11-IENCE NORTH 89 DEGREES 58 MINlfTES 36 SECONDS WEST ALONG THE NORlli LINE OF SAID SECTlON 5,A DISTANCE OF 405.18 FEET; TI-!ENCE SO.UTH 54 DEGREES 43 MINlJTES 23 SECONDS WEST 154.79 FeET; 1HENCE SOIITH 79 DEGREES 39 MINUTES 57 SECONDS WEST 774.31 FEET; THENCE NORTI-1 75 DEGREES 01 MINliTES 36 SECONDS WEST 28.56 FEET TO THE WEST LINE OF SAID EAST HALF OF ntE NORTHEAST QUARTER; lliENCE SOlffil 00 DEGREES 13 MINUTES tO SECONDS EAST AlONG SAID WEST UNE A DISTANCE OF 357.72. FEET; THENCE SOUll-1 70 DEGREES 27 MINUTES 10 SECONDS EAST 235.56 FEET; THENCE SOUTH 47 DEGREES 33 MINUTES 41 SECONDS EAST 563.51FEET; THENCE SOUTH 23 DEGREES 11MINIJTES 51 SECONDS EAST 759.29 FEEri THENCE NORTH 89 DEGREES 48 MINUTES 09 SECONDS EAST 286.55 FEET; THENCE SOUTH 00 DEGREES 11 MINlffES 51 SECONDS EAST 300.00 FEET; THENCE NORTH 89 DEGREES 48 MINUTES 09 SECONDS EAST tOO FEET TO THE EAST LINE OF SAID SECTlON 5; THENCE NORTH 00 DEGREES 11 MINUTES 51SECONDS WEST ALONG SAID EAST SECTION LINE, A DlST NCE OF 2034.12 FEET TO THE POir-IT OF BEGINNING; AND EXCEPT ANY PORTION LYING NORTH OF THE NORTH LINE OF EHRENBERG-PHOENIX HIGHWAY, INlERSTATE ROUTE 10 (I-10}. THE FOREGOING PROPERTY IS ALSO DESCRIBED ft5 FOLLOWS: PARCEL NO. 1: A PORTION OF THE NORTHEAST QUARTER OF SECT10N S,TOWNSHIP 1 NORTl-f, RANGE S WEST Of THE GILA AND SAlT RIVER BASE AND MERIDlAN1 MARICOPA COUNlY, ARIZONA, DESCRIBED AS FOLLOWS: . |
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COMMENONG AT THE NORTHEAST CORNER OF SAID SECTION 5; THENCE ALONG THE EAST UNE OF SAID SECTION 5, BEING AlSO THE BASIS OF BEARINGS FOR TlfiS DESCRIPTION, SOUTH 00 DEGREES 11 11-UNUTES 51 SECONDS EAST, 2034.11 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINU[NG SOlJTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 594.97 FEET; TliENCE SOUTii B9 DEGREES 53 MINlJTES 20 SECONDS WEST, 1322.58 FEET TO AN IRON BAR Wffii CAP LS28232; THENCE NORTH 00 DEGREES 10 M[NlfTES 43 SECONDS WEST, 2053.33 FEET TO AN IRON BAR Willi CAP LS69l5; THENCE SOtJTH 70 DEGREES 27 MINUTES 10 SECONDS EAST1 235.56 FEET (RECORD)1 TO AN ARIZONA HIGHWAY RIGHT..OF-WAY MONUMENT; THENCE SOUTH 47 DEGREES 32 MINUTES 57 SECONDS EAST1 563.51FEET MEASURED, SOlJlli 47 DEGREES 32 MINUTES 41SECONDS EAST, 563.51FEET (RECORD) TO AN ARIZONA HIGHWAY RIGHT OF-WAY MONUMENT; THENCE SOUTH 2J DEGREES 12 MlNUTES 06 SECONDS EAST, 759.15 FEET MEASURED,SOOTH 23 DEGREES 11 MINl!TES 51SECONDS EAST, 759.29 FEET (RECORD) TO AN IRON BAR Wffif CAP L513tn; THENCE NORTH 89 DEGREES 47 MINUTB 14 SECONDS EAST, 288,49 FEET TO A POINT 100.00 FEET WEST Of THE EAST UNE OF SAID SECTION 5,SAID POINT BEING ALSO 0.36 FEET EAST OF A FOUND ARIZONA HIGHWAY RIGf-ff-OF-WAY MONUMENT; THENCE SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 300.00 FEET TO A P.K. SURVEY NAIL WITH BRASS TAG; THENCE NORll-t 89 DEGREES 49 MINtifES 09 SECONDS EAST, 100.00 FEET TO TI-lE TRUE POINT OF BEGINNING. LEASEHOLD PARCEL Parcel containing approximately ten (10) acres known as Land# 01.0-N-05.0-W-05-07-031-1003 NWNESE. |
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EXHIBIT A-3 TA Corning 3524 S. Highway 99 W. Coming, CA The land referred to herein is situated in the City of Comir:'g, County of Tehama, State of Califomia, and is described as foflows: Parcel Ono7 Parcels 1 and 2 of Parcel Map No. 338, being a portion of lot 4, Block 11J, Maywood Colony No. 15, as the same are shown on the map filed in the Tehama Courrty Recorder's Office, May 31, 1973 in Boo1 of Parcel Maps at page 127. · Parcel Two: All of Lot 5 and the North half of Lot 8 in Block 113 of Maywood Colony No. 15, as the same are shown on the map entit:ted: "Maywood Colony No. 15 Tehama COU!1ty. Cefffomla T24 N R 3 W, filed in the office of the County Recoroer of the County of Teharna, State of California, March 20, 189 in Book B of Maps, at page 36. Excepting therefrom that portion thereof conveyed to the State of California by Deed dated June 29, 1961 and recorded August 14, 1961 in Book 397 of Official Records at page 61, Reoords of Tehama County. Parcel Three: Parcel C of Parcel Map No. 87-40 (being a division of a portion of Lot 1, Block 113, Maywood' Cotony No. 15, filed March 20, 1899 in Book B of Maps at page 36) as shown on the map filed February 10, 1988 in Book 8 of ParcelMaps at page 232. |
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EXHIBIT A-4 TA Ontario 4265 East Guasti Road Ontario, CA 91761 PARCEL 1OF PARCEL MAP NO. l8B9,IN lliE CITY OF ONTARIO,COUNTY OF SAN BERNARDINO,SfATE OF CAUFORNIA, AS PER PLAT RECORDED IN BOOK 37 OF PARCEL MAPS, PAGE(S) 5,RECORDS OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION TAKEN BY llfE cnY OF ONTARIO, A MUNICIPAL CORPORATION PURSUANT TO TiiE ORDER FOR PREJUDGMENT POSSESSION RECORDED NOVEMBER 14, 1995,INSTRUMENT NO. 95-393353,OFACIAL RECORDS AND FINAL ORDER OF CONDEMNATION RECORDED AUGUST 6,1997,INSTRUMENT NO. 97-2786n,OFFICIAL RECORDS, DESCRIBED AS FOUOWS: THAT PORTION OF PARCfl. 1OF PARCEL MAP NO. 1889,IN THE CITY OF ONTARIO, COUN1Y OF SAN BERNARDINO,STATE OF CALIFORNIA, AS PER PlAT RECORDED IN BOOK 37 OF PARCEL MAPS, PAGE(S) 5, RECORDS OF SAID COUNTY, DESCRIBED AS FDLLOWS: BEGINNING AT THE NORTHWESf CORNER OF SAID PARCEL 1; THENCE ALONG THE NQRTHERLY LINE OF SAID PARCEL 1 SOUTH 85 DEG. 33' 35" EAST 421.93 FEET;TiiENCE ALONG A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 3000.00 FEET, THROUGH A CENTRAL ANGLE OF 4 DEG. 22' 44" A DISTANCE OF 229.28 FEET ALONG SAID NORlliERLY UNE; THENCE CONTINUING ALONG SAIO NORTHERLY LINE SOUTH 89 OEG. 56' 19" EAST 80.71 FEET; THENCE ALONG A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 450.00 FEET,lliROUGH A CENTRAL ANGLE OF 25 DEG. 59' 37" A DISTANCE OF 201.15 FEET;THENCE AlONG A NON-TANGEf'IT UNE SOlJTl-1 64 DEG. 02' OS" EAST 718.90 FEET ALONG SAID NORTiiERLY UNE TO A POINT 47.16 FEET FROM lHE NORlliEAST CORNER OF SAID PARCEL 1; THENCE LEAVING SAID NORTHERLY UNE SOUTH 90 DEG. 00' 00'' WEST 110.76 FEET;THENCE ALONG A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 360.00 FEET,lliROUGH A CENTRAL ANGlE OF 37 DEG. 46' 48H A DISTANCE OF 237.38 FEET;THENCE NORlli 52 DEG. 13' 12" WEST 116.40 FEET; THENCE ALONG A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 950.00 FEET,THROUGH A CENTRAL ANGLE OF 32 DEG. 49' 54" A DISTANCE OF 544.37 FEET; TiiENCE NORTii 85 DEG. 04' 06" WEST 652.96 FEET TO Tl-IE WESTERLY UNE OF SAID PARCELl; TliENCE NORTH 00 OEG. 21' 44" WEST 3.72 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL OIL,PETROLEUM, HYDROCARBONS, GAS, BREA, ASPHALTUM AND AlKl INDRED SUBSTANCES AND OTHER MINERAlS LYING BELOW A DEPTH OF 500 FEET FROM TiiE SURFACE OF SAID LAND, A5 CONVEYED TO ACTION TRADING COMPANY, A NEVADA CORPORATION,BY DEED RECORDED JULY 30,1968,IN BOOK 7068, PAGE 672, 0Ff1CIAL RECORDS. APN: 0210-212·15-0-000 |
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EXHIBIT A-5 TA Limon 2200 Ninth Street Limon,CO ParceJ ..D" of West Limon Addition to the Towa·ofLimon, Lincoln County, Colorado, less tract deeded to the town of timon in Book 393 at Page 539.. The foregoing property is also described as: A parcel ofrand situated in the Northof Section 18. Township 9 Soutl\, Range 56 West of the G'h P.M., being Parcel D, West Limon Addition to the Town of Limon, Lincoln County, Colorado, more particularly described as follows: Beginning at the Southeasterly comer of said Parcel D; Thence North 68°30'37" West along the Northerly right of way line of91 Street a distance of547.5J feet to a h point of curve; Tlmnce along a curve to the right non-tangent to the last described course whose chord bears Noeth 41°15'40" West a distance of 49.90 feet, said curve having a central angle of 19°09'0 I", a mdius of 150.00 feet, an urr: Jcngrh of 50.!4 feet to a point lying non-tangent on a curve on the Easterly right of way line of U.S. Highway 24; Thence along a curve to the left along said Easterly right of way line whose chonf be<1rs North 20°17'08" East a distance of 385.57 feet, said curve having a central angle of 14°41'40", a radius of 1507.50 feel, an arc length of 386.63 feet; Thence North 31<t 18'45" East non-tangent to thflfast described coue and along the Southerly right of way tine of Interstate 70 a distance of221.50 feet, Thence North 74°49"00" East along said Southerly right of way line a distance of 700.96 feet; n1ence South 21°29'23" West along the Westerly rig]Jt of way fine of R Avenue n distance of 1045.23 feet to the point ofbeginning, County of Lincoln, State of Colorado. |
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EXHIBIT A-6 TA Southington 1875 I\1eriden-Waterbury Turnpike Milldale (Southington), CT ,;· :...... ',?ild ALL that certain real property located in the County of Hartford, State of Connecticut, being more particularly described as follows: A certain piece or parcel of Jand located on the northerty side of the Meriden-Waterbury Turnpike (Route #66) in the Town of Southington, County of Hartford anq State of Connecticut, being more particularly bounded and described as follows; · BEGINNING at a point on the northerly highway line of the Meriden-Waterbury Turnpike (Rt. #66), said point being marked by a monument which is approximately 370 feet easterly of the center line of Ruggles Row; THENCE RUNNING North 75 degrees 20 minutes 30 seconds West along the northerly non-access highway line of said Meriden-Waterbury Turnpike a distance of 167.15 feet to a point marked by an iron pin; THENCE RUNNING North 17 degrees 46 minutes 10 seconds East along the easterly boundary of land now or formerly of Madeline Mirando a distance of 99.80 feet to a point marked by an iron pin; THENCE RUNNING North 18 degrees 2G minutes 50 seconds East along the easterfy boundary of land now or formerly of Ernest Mirando a distance of 69.39 feet to a point marked by an iron pin; THENCE RUNNING North 18 degrees 43 minutes 16 seconds East along the easterly boundary of land now or formerly of Luigi Della-Bitta a distance of 233.43 feet to a point; THENCE RUNNING North 78 degrees 40 minutes 30 seconds West along the northerly boundary of land of said Della-Bitta a distancof 90.00 feet to a point marked by an iron pin; THENCE RUNNING North 11 degrees 19 minutes 30 seconds East along the easterly boundary of land of said Della-Bitta a distance of 13.00 feet to a point marked by an iron pin; THENCE RUNNING North 72 degrees 02 minutes 50 seconds West along the northerly boundary of land of said Della-Bitta a distance of 93.59 feet to a point on the proposed street line of Ruggles Row; THENCE RUNNING North 24 degrees 30 minutes 10 seconds East along the easterly street line of said Ruggles Row a distance of 372.82 feet to a point of |
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Page 2 ")e.. curvature; THENCE continuing along the easterly street line of said Ruggles Row in a curve to the right whose radius is 455.00 feet and length Is 164.68 feet to a point; THENCE continuing North 45 degrees 14 minutes 25 seconds East along the easterly street line of said Ruggles Row a distance of 60.86 feet to a point; THENCE RUNNING South 79 degrees 35 minutes 10 seconds east along the southerly boundary line of property now or fonnerty of John R. Lacey a distance of 463.15 feet to a point; THENCE RUNNING South 9 degrees 05 minutes 20 seconds West along the westerly boundary of land of said John R. Lacey a distance of 987.71 feet to a point on the northerly highway line of said Meriden-Waterbury Turnpike; THENCE RUNNING North 81 degrees 12 minutes 40 seconds West along the north highway line of said Meriden-Waterbury Turnpike a distance of 386.43 feet to the point an place of BEGINNING. Said parcel of land contains 12.76 acres and is more particularly shown on a map entitled "Property of Louise Fontana, Meriden-Waterbury Turnpike, Southington, Conn. Scale 1 inch equals 50 feet August 22, 1975, revised to February 9, 1976''. as prepared by Clarence Blair Associates, Inc., Civil Engineers and Land Surveyors of New Haven, Connecticut. Together with all appurtenances thereto belonging or in anywise appertaining, and all right, title and interest of Grantor in and to any and all roads, street, alleys and ways bounded said premises. EXCEPTING THER FROM the following piece oparcel of land conveyed to the State of Connecticut by Quit Claim Deed form Union Oil Company of California dated August 3, 1977 and recorded in Volume 286 at page 2 of the Southington . Land Records; That certain parcel of land situated hi the town of Southington, County of Hartford and State of Connecticut, on the northerly side of the Meriden-Waterbury Turnpike, Route 66, containing 0.04 of an acre, more or less, bounded and de cribed as follows; Northerly by remaining land of the Releasor herein, 386.61 feet by a line designated "Taking Line", as shown on the map hereinafter referred to; |
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. Page3 Easterly by land now or formerly of John R. Lacy, 10.00 feet; Southerly by the Meriden-Waterbury Turnpike, Route 66, 386.43 feet; Westerly running to a point. The land herein conveyed comprises a portion of the premises acquired by the Releasor herein by a Warranty Deed dated May 5, 1976, and recorded in Volume 275 at Page 548 of the Southington Land Records. All of the above-described land being the same as follows; BEGINNING at a point on the easterly sideline of Ruggles Row, said point being the westerly corner of said parcel; THENCE RUNNING North 24 degrees 30 minutes 10 seconds East 372.82 feet to a point of curvature; THENCE RUNNING Northeasterly 164.68 feet by a curve to the right having a radius of 455.00 feet to a point of tangency; THENCE RUNNING North 45 degrees 14 minutes 25 seconds East 60.86 fee to a point, said last three courses being by the easterly sideline of Ruggles Raw; THENCE turning and running South 79 degrees 35 minutes 10 seconds East 463.15 feet to a concrete bound; THENCE turning and running South 09 degrees 05 minutes 20 seconds West 977.71 feet to a point on the northerly sideline of the Meriden Waterbury Turnpike, said last two courses being by land now or formerly of the The Robert L. Jacks and Ted J. Crew Partnership; THENCE turning and running North 82 degrees 41 minutes 36 seconds West 386.61 feet to a point; THENCE turning and running North 75 degrees 20 minutes 30 seconds West 167.15 feet to a point, said last two courses being by the Meriden Waterbury Turnpike; THENCE Turning and running North 17 degrees 46 minutes 15 seconds East 99.80 feet by land now or formerly of Emerick Mirando and Domenick Mirando to |
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Page4 a pipe; THENCE turning and running North 18 degrees 26 minutes 50 seconds East 69.39 feet to a point; THENCE turning and running North 18 degrees 43 minutes 10 seconds East 233.43 feet to a point; THEnCE turning and running North 78 degrees 40 minutes 30 seconds West 90.00 feet to a point; THENCE turning and running North 11 degrees 19 minutes 30 seconds East 13.00 feet to a point; THENCE turning and running North 72 degrees 02 minutes 50 seconds West 93.59 feet to the point of beginning, said last six courses being by land now or fonneny of Ted J. Crew and Robert L. Jacks Partnership Containing 554,061 square feet, more or less, of 12.719 acres, more or less. |
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EXHIBIT A-7 TA Balchvin l-10, Exit 343, 1024 US 301 South (I-10 Exit 343) Baldwin, FL Legal Description PARCEL A: Part of the Northeast 1/<1 of Section 34, Township 2 South,Range 23 East,Duval County,Rorlda,more partlrufarly described as follows: Commence at the center line intersection of Interstate No. 10 and U.S. No. 301; thence South 0°40'05 East 1156.88 feet along the renter line of said U.S. No. 301to the point of curve of a curve concave to the West and having a radius of 2864.79 feet; thence around and along said curve an arc distance of 552.03 feet to a point,. said arc being subtended by a cilord having a bearing and distance of South 01°51'08" West, 551.17 feet; thence North 79°14' West, 751.92 feet to the Point of Beginning; thence continue North 79°14' West, 400.72 feet to an iron rod; thence North 0"14' East, 916.24 feet to an iron rod; thence South 69°29'49" East, 419.97 feet to an iron rod; thence South 0°14' Wes4 8<14.0 feet to the Point of Beginning. EXCEPTING THEREFROM; A 100.0 foot strip of land as a right-of-way line for Aorida Power and Light Company. PARCEL B: That certain piece,parcel or tract of land,situate, lying and being in the County of Duval and State of Ronda, and being more particularly described as follows: A part of the Northeast 1/4 of Section 34, Township 2 South,Range 23 East. Duval County, Rorida, described as follows: Commence at the Southerly terminus or Point of Beginning of that certain curve concave to the Southwest and having a radius of 625.0 feet, as desertbed in O.R. Volume 694 1 Page 21, of the Public Records of said County; thence North 86°10' East, 21.0 feet to the Westerly right-of-way of U.S. Highway No. 301; (which Is the Easterly terminus of a limited access fence); thence South 5°00'23" West, 60.0 feet as measured along the chord of a curve concave to the West having a radius of 2n8.79 feet to the Point of Beginning; thence continue along the last described OJrve, a chord bearing and distance of South 8°16'43" West, 250.0 feet; the last two described calls are along the Westerly rlght of-way line of U.S. Highway No. 301; thence North 79°14' West, 615.92 feet; thence North 0°14' East, 844.0 feet; thence South 69°29'49" East1 209.92 feet; thence Southeasterly along a curve concave to the Southwest having a radius of 565.0 feet, a chord bearing and distance of South 32°34'07" East, 678.92 feet; thence South 14°21' East, 63.35 feet; thence South 85°38'2511 East 60.0 feet to the Polnt of Beginning. AU. OF THE ABOVE-DESCRlBED PARCELS A-B BEING THE SAME AS FOLLOWS: LEGAL DESCRIPTION OVERALL: Part of the Northeast 1/4 of Section 34, Township 2 South, Range 23 East, Duval County, Ronda, more particularly desoibed as follows: Commence at the center line Intersection of Interstate No. 10 and U.S. No. 301; thence South 0°40'05" East,1,156.88 feet along the center line of said U.S. No. 301 to the Point of Curve of a curve concave to the West and having a radius of 2,864.79 feet; thence around and along said curve an arc distance of 552.03 feet to a point, said arc being subtended by a chord having a bearing and distance of South l of2 |
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4°51'08" West, 551.17 feet; thence North 79°14'00" West, 136.00 feet to the Point of Beginning; thence continue North 79°14'00" West, 1,016.64 feet; thence North 0°14'00" Ea54 916.24 feet; thence South 69°29'49" East,629.89 feet to the point of rurve of a OJCVe concave to the West and having a radius of 565.00 feet; thence around and along said rurve an arc distance of 728.31feet to a point, said arc being subt:ended by a chord having a bearing and distance of South 32°34'07' East, 678.92 feet; thence South 14°21'00" East, 63.35 feet; thence South 85°38'2514 East, 80.00 feet to a point on a curvethence Southerly 250.00 feet along the arc of a curve concave to the Northwest haVing a radius of 2728.79 feet andchord bearing and distance of Sou.th 08°16'43" West, 250.00 feet to the Point of Beginning 2 of2 |
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EXHIBIT A-8 TA Brunswick 2995 US Highway 1 7 South Brunswick. GA ) ALL TRAT CERTAIN LOT, TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN GEORGIA MILITIA DISTRICT 27, GLYNN COUNTY GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A CONCRETE MONUMBNT FOUND AT THE INTERESECTION OF THB SOUTHERN RIGHT-OF-WAY OF U.S. HIGHWAY NO. 17 AND THE WESTERN RIGHT-OF-WAY OF INTERESTATE 95 -RAMP "M". PROCEED ALONG SAID RAMP RIGHT-OF-WAY SOUTH 21 DEGREES 26 MINUTES 31 SECONDS BAST FOR A DISTANCE OF 302.45 FEST TO A CONCRETE MONUMENT FOUND, THENCE CONTINUING ALONG SAID RAMP RIGHT-OF-WAY SOUTH QO OEGREBS 42 S CONDS WEST fOR A DISTANCE OF 144.27 FEET TO A CONCRETE MONUM8NT FOUND, THENCE SOUTH 63 DEGREES 57 MINUTES 27 SBCONDS WEST FOR A DISTANCE OF J 17.16 FEIIT TO A CONCRETE MONUMENT FOUND, THENCE PROCEED SOUTH 13 DEGREES 12 MINUTES 21 SECONDS EAST FOR A DISTANCE OF 800.B 6 FEE:T TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 14 DEGREES )7 MINUTES 37 SECONDS W ST FOR A DISTANCE OF 86.09 FEET TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 27 DEGREES 23 MINUTES 47 SBCONDS WEST FOR A DISTANCE OF 500.10 FEET TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 28 DEGREES 32 MINUTES 12 SECONDS WEST FOR A DISTANCE OF 399.80 FEET 1.'0 A CONCRETE MONUMENT FOUND, TifENCE SOUTH 28 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 599.99 FEET TO A CONCRETE MONUMENT FOUND, THENCE NORTH 61 DBGREES 30 MINUTES 00 SECONDS WEST FOR A DISTANCE 01 .15 FEET TO A CONCRBTE MONUMENT OUND, THENCE NORTH 1 DEGREE 22 MINUTES 09 SECONDS EAST FOR A DISTANCB OF 612.80 FEET TO A CONCRETE MONUMENT FOUND, THENCE NORTH 33 DEGREES 21 MINUTES 51 SECONDS EAST POR A OISTANCB OF 983.50 FEET TO A CONCRETE MONUMENT FOUND, THENCE NORTH 33 DEGREES 21 MINUTES 5l SECONDS EAST FOR A DISTANCE OF 140. 00 FEET TO AN IRON PIN SET, THENCE NORTH l2 DEGREES 08 MINUTES 47 SECONDS·WEST FOR A DISTANCE OF 534.38 fEET TO AN IRON PIN SET, THENCE NORTH 84 OBGREBS 08 MINUTES 14 SECONDS WEST FOR A DISTANCE OF 236.69 FEET TO AN IRON PIN SET, THENCE SOUTH 71 DEGREES 52 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 255.71 FEET TO AN IRON P!NSBT, THENCE NORTH 66 DEGREES 41 MINUTES 30 SECONDS WEST FOR A DISTANCE OF 469.36 FEET TO AN IRON PIN SE , SAID MONUMENT BEING LOCATED ON TH8 EAST8RN LINE OF DUNGENBSS DRIVE, A 100 FOOT WIDE PRIVATE! EASEMBNT, THENCE ALONG SAID EASTERN LINE OF DUNGBNESS DRIVB NORTH 24 DEGREBS 59 MINUTES 00 SECONDS BAST FOR A. DISTANCE OF 954.87 FEET TO A CONCRETE MONUMENT FOUND, SAID MONUMENT BEING LOCATED AT INTERSECTION OF THE SAID EASTERN LINE OF DUNGENESS DRIVE AND THE SOUTHERN RIGHT-OF-WAY OF U.S. HIGHWAY NO. 17, THENCE PROCEED ALONG SAID RIGHT-OF WAY OF U.S. HIGHWAY NO. 17 SOUTH 64 DEGREES 57 SECONDS 28 SECONDS E ST R A DISTANCE OF 413.6)FeET TO A CONCRETE MONUMENT FOUND, TH8NCE CONTINUING ALONG SAID RIGHT-OF-WAU OF U.S. H£GHWA.Y NO. 17 SOUTH 64 DEGREES 57 MINUTES 26 SBCONDS EAST fOR A DISTANCe OF 382.77 FEET TO A CONCRETE MONUMENT FOUND AND THE TRUE POINT 0BEGINNING. 1 of3 |
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Also being insured as follows: Also encumbering the following described land to the extent not included in toe aforedescribed land: All of those certain tracts or parcela ol land sicuate, lying, and being the 27th G.M.D. in Glynn County, Georgia and being a tract of 16.02 acres and tract of 7.87 acres lying together and forming one tract of land described ad identified accordingto the plat of survey by COMINE COASTAL SURVEYING, INC. entitled "A boundary survey for TRUCKSTOP'S INCORPORATED OF AMERICA, a portion the S.W. quadrant of the intersection of U.S. Highway 17 and Interstate 95 G.M.D. 27, Glynn County, Georgia, December 10, 1976, Scale 1-"' = 100'." Reference is hereby made to·said plat for the purpose of establishing the location, boundaries and dimensions of the tracts hereby conveyed, which are more particularly described as follows, to-wit: To find the beginning point commence at the point of intersection of the centerline of U. S. Highway No. 17 with the centerline of I-95 and run N 64°01' W 1,745.77 feet to a pointi thence run S 21°59'W 150 feet to a point thence run S 65°01' E 50 feet to a concrete monument marking the northwest corner of said 16.02 acre tract and the BEGINNING POINT; and from said beginning point running thence·on the following stated courses for the following stated distances: S 65°01' E for 413.63 feet; S 13°11' E ·for 1,548.00 feet feet to a feet to a feet to a feet to a .to a concrete monument; S 14°37'30« W for 86,09 concrete R/W monument; s 27°23'06" W concrete R/W monument; S 28°29'56 W concrete R/W monumenti S 28°29'56 W concrete R/W monument; N 6!030'04." "I for 500.04 for 399.80 Eor 600.05 for 20.00 feet to a concrete monument; N 01°22'09" S for 612.80 feet to a concrete monument; N monument; N monument; N 33°21'51" E! 33°2l'Sln E 12°08'47" W for 96).50 feet to a a a concrete concrete concrete monument for 140.00 for 534.38 feet to feet to N 84°06'14" W for 236.69 feet to a concrete monument; S 71°52' W for 255.71 feet to a concrete monument; N 66°41'30" W for 469.36 feet to a concrete monument; N 2q 59' E for 965.34 feet to the BEGINNING POINT. 2 of3 |
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Also included are the following rights: 1. The non-exclusive right to use the lake adjacent to the above conveyed premises in a reasonable manner for recreational purposes, subject to prudent rules and regulations promulgated by The 17-5 Corporation (a Georgia corporation which conveyed the above described property to Lessor and which hereinafter is referred to as ''Lessor'a Grantor"} from time to time. Such Lessor's Grantor has not guaranteed, however, the maintenance of any water level in said lake·. 2. The nonexclusive right df sur:-face drainagefrom the described premises into said lake. ).The non xcluaive right of ingress through, over, on and across the one hundred (100) foot road which borders the premises above described said Conine survey. on the westerly side as shown on All that certain lot, tract or parcel of land situate, lying and being in Glynn County, Georgia, in the 27th District, G.M. therein, described and identiEied according to a plat of survey made by James .Conine, Georgia Registered Surveyor No.l545, dated May 27, 1980 a copy of said plat being attached hereto as ExhibitAft and made a part hereof, as follows, to-wit: BEGINNrNG at a point where the southern line of U.S. Highway No. 17,-a 300 foot right-of-way, is intersected by the western entrance ramp·to Interstate Highway No. 95, and from said beginning point run thence South 21 degrees 30 minutes Eaat for a distance of 302.23 feet to a concrete monumenti thence run South 00 degrees 42 minutes 46 seconds West for a distances of 144.27 feet to a concr:-ete monument; thence run South 6J degrees 45 minutes West for a distance of 317.57 feet to a concrete monument; thence run North 13 degrees 11 minutes West for a distance at 746.8 feet to a concrete monument located on the southern line of U.S. Highway No. 1.7; thence run South 65 degrees Ol minutes East along said line of said Highway No. 17, for a distance of JB2.15 feet to the point or place of beginning. 3of3 |
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EXHIBIT A-9 TA Cartersville 981 Cassville-White Road Cartersville. GA . Aui.i.a.rt .o.. l ie.:.·-s-1_a..,o._,.._i.l...i-:·'-·f·m-··i·7--<..-I.. }···i···1·1\·· .-.;,_:,,_[......·..·. :c , -<·:· tieffVP-t.rt,. :, . .Baii w ; t '9( , t1 1:m! ;: !\ t\·..:·,z: <:. _;x: ..:...: ·-"';:'·--.. ,. 1.:: BE Thf:N-rN;Q at·.a ?l li.l f! r.e. · t=. t:tli mt Ga tmtS·:w #ii ri - t".6£ s: ril.... . 1¥o t? -: i t:: y:).5;3 r.·ff f: t y.{)f; tY: :?:9 : 9-:·tV· - oad f.? ·?9--t n ght of-way):; enal na curve:. o.: b.e:s:.ft-· vJng:. .u 3! c. t_!( g1h of 290.99..feC:t, :ei 1g s!Jbt.e¥ed by'a_p prd··ofn_orth.8() d gree.sJfrruriutris:S&.seeoiJ.dS t. l.tnig ... the right of·way ot_C".asgviJle-·Wlit.t '·"R·oad·{i.so. '(oohi&rlh f.:\vay) foi:··a· di'st. e. o(29Q.87"f¢et' to a pqint; ·ntJ1-'t.hen e)1QrtJl..S8· dtlgre S--nun i_19*: onds.wesf GiW#uirig iuqng.:said righ·tof.. . way; for a d.i.startce Of2'0i.94.'f t (} 'a ,Y(b rebar ·s t;.'ttienc ;:teaving:s td'-nghfof:Way.nGrth ·00 degret;?S so minutes·.56 seeonds eas(8.long ·the right of way 9f1n:opt?se<I.KCD.t.Road:(60 foot right of way),· or a distarice of.53.15 feetto.a p,oint;1herice along a cur:Ye to the 'teft luiving a.·radius of 134.50 feet atJd an arc length _of: 05.6,· f t, b i.ng_-sub en_d _by.!Jh-9f,north ·?1 de3 minutes 01. se onds west along said·rigbt. of Way for a distance of 102.94 feeho a point; thence rtorth '4 degret?s 08 tninutes 57 seconds west along said riW.lt of way, for a distance of 518.25 feet tl) a point; tl ence north 32 degrees 53 !Jlinutes 34 s nds west along· aid right of way,for a distance of259.03 feet to a Yz inch.rebar set; thence north 02 degrees llrninutes 01 secon·ds east .for 3 dist:mce of 705.60 feet to a Yl inch rebar found; thence south 56 degrees 00 minutes 00 sccordst :Jst a distance of 154.04 feet to a point; ·thence south 84 degrees·oo minutes 00 seconds east'! d.ist:-mc-e of I 31.28 feet to a point; thence. south 70degrees 00 minutes 00 seconds east a distar:c·.e c,f 106.56 feet to a point; thenc·e south 74 degrees 29 minutes 00 seconds east a distance of 1i0.27 feet !·!'J a -i inch rebar set; thence south 33 degre·es 08 minutes 04 seconds east a distane of604.53 feet to a Yz inch re ar set; thence north 90 degrees 00 minutes 00 seconds cast a distrmct: t.1f 21 6.21 feet to v inch rebar set on the westerly right of way of Five Forks Road (varh bk right Qtway); thence south 07 degrees 57 minutes 35.seconds east along said right of way 1 n-ii dis tar tee of 70.99 feet to a point; thence south 06 degr es 35 minutes 37 seconqs east along ,;:Ji·:rigl.ll. nf way for a distance or 112.;63 feet to a point; thence south 04 degrees 45 ffilllll es 3;! S(:Cnuds east along said rightof way for a distance of 106,82 fee1 to a point; thence . south. ·;:degrees 44 minutes 29 seconds east along said right ofwCJ.y for a distance of79.11 feet to a v. inch r·.:b<tr set; thence north 88 degrees 32 minutes Q7 seconds west along said right of Iway J:i,rdisr:tnse of 44.89 feet to a Y,· inch rebar set; thence south 0 t degrees il minu.lcs 14 1secon !·: '-',;..::;t a1ong said right of way for a distance of200.01 feet to ainch rcbar set; thence lsouth : S r!· ·grer:s 1.2. minutes 09 seconds west along said right of way for a distance of 112.61 !feet\· J '·:· i!l'::h reba.r and the POINT OF BEGINNING. Containing 21.442 acres. i 1-:LES '; . \ l'<) f2XCEPT All that tract or parcel ofland lying and being in Land Lot 190 of the 5th :Dist!·:·.·:, :1"1'::.iou, Bartow County, Georgia as conveyed by virtue of that certain Limited !v{an·: : :y Oc{·d i:ecorded on February27, 1998 at Deed Book 1097, Page 126 and being more ipar6::· ':tr!ydc cribed as follows: i leon ·. : ::;' -a! /8 inch rebar located aL the intersection of the North Right-of-Way ofCa..ssviUe .Whil ·R\.l<.J ;1nd the Westerly Right-of.Way of Five Forks Road; thence along a curve to the left ,havi:.;I ;1 i. l.i'!S of2944.79 feet and an arc length of290.99 feet, being subtended by a chord of |
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:: .: . ·-: ); : ·! ·'·:· ·.-: .... {(J: ·; iW !t:' (:9J il1i 1tl1ili ttt ·f ::-\-T: '·.y;.... ?-:=--·-,·. - ·J!- L ,.._:: ;_ .···::·. ·-_ |
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EXHIBIT A-10 TA Bloomington 505 Truckers Lane, R.R. #7 Bloomington, JL Legal Description PARCEL 1: AlOl F LOTS 6 & 7 AND THAT PART OF LOTS 2, 3, 4 AND 5 OF E. AWN'S SUBDMSION OF THE WEST 1/2 OF lliE SOUTH EAST 1/4 AND THE SOUTH WEST 1/4 OF THE NORTI-i EAST 1/4 OF SECTION 31, TOWNSHIP 24 NORTH,RANGE 2 EAST OF THE 11-liRD PRINCIPAL MERIDIAN, AND LOT -1 OF THE SUBDMSION OF SECTION 6, TOWNSHIP 23 NORlli_, RANGE 2 EAST OF THE THIRD PRlNC{PAL MERIDIAN, LY.ING EAST OF THE EAST R[GHT OF WAY UNE OF FA!ROUTE 55 IN MCLEAN COUNTY,IWNOIS, AS SAID E. ALUN'S SUBDIVISION IS RECORDED IN BOOK 1 OF PlATS, AT PAGE 2.81. SA!D PROPERTY MAY ALSO BE DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON ROD AT ntE NORTH EAST CORNER OF SAID LOT 7, TI-iENCE NORTH 89 DEGREES 57 MINUTES 49 SECONDS WEST 665.5 FEET ALONG THE NORTH UNE OF SAID LOT 7 TO AN IRON ROD AT THE NORll-1 WEST CORNER THEREOF, THENCE SOUTH 0 DEGREES 50 MINUTES EAST 676.98 FEET ALONG THE WEST UNE OF SAID LOTS 7, 6, AND S TO AN lRON ROD ON THE EAST RIGHT Of WAY UNE OF FAIROUTE 55, THENCE SOlfTH 29 DEGREES 25 MINUTES EAST l95.3l FEET ALONG SAID RIGHT OF WAY UNE TO AN IRON PIPE 300 FEET LEFT OF TRANSIT UNE 11 AT SAID FAI ROUTE 55 AT HIGHWAY STATION 462+00,n-tENCE SOUTH 64 DEGREES 58 MINUTES 13 SECONDS EAST 353.3 FEET ALONG SAID RIGHT OF WAY UNE TO AN IRON PIPE 620 FEET LEFf OF TRANSIT UNE 11 AT SAID FAI ROUTE 55 AT HIGHWAY STATION 463+50,THENCE SOVTH 35 DEGREES 35 MINlffES 02 SECONDS EAST 309.02 FEET AlONG SAID RIGHT OF WAY UNE TO A RIGHT OF WAY MARKER 800 FEET LEFT OF TRANSIT UNE 11 OF SAlD FAIROUTE 55 AT HIGHWAY STATION 466+00,lliENCE SOUTH 11 DEGREES 05 MINUTES 51 SECONDS EAST 438.95 FEET ALONG SAID RIGHT OF WAY UNE TO AN IRON PIPE ON 11-iE EAST UNE OF SAID LOT 2, THENCE NORTii 0 DEGREES 50 MINUTES WEST 1,678.05 FEET ALONG THE EASf UNE OF SAID LOTS 2, 3 1 4, 5 1 6 AND 7 TO TliE POINT Of BEGINNING, EXCEPT THAT PART CONVEYED TO THE CITY OF BLOOMINGTON BY WARRANTY DEED RECORDED AS DOCUMENT NO. n 2045, IN MCLEAN COUNTY 1 ILUNQ[S. PARCEL 2: ALSO, THAT PORTION OF THE NORll-l SOLJn-i PUBUC ROAD WHlCH UES WEST OF THE WEST UNE OF SAID PARCEL NO.1 AND EAST Of THE EAST RIGHT Of WAY UNE OF FAI ROUTE 55 AND 74 AS VACATED BY ORDINANCE 1976-46 BY 1HE 0TY OF BLOOMINGTON RECORDED MAY 10, 1976 AS DOCUMENT NO. 76 5543 1 IN MO£AN COUNTY, ILUNOIS. PARCEL 3: A PART Of THE SOUTH .EAST 1/4 OF SECllON 31, TOWNSHIP 24 NORTH, RANGE 2 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON ROD WHICH MARKS 11-lE NQRlli EAST CORNER OF LOT 7 OF E. ALUN'S SUBDIVISION OF TI-fE WEST 1/2 OF THE SOUTH EAST 1/4 AND THE SOUTH WEST 1/4 OF THE NORTI-i EAST 1/4 OF SEOlON 31, TOWNSHIP 24 NORTH, RANGE 2 EAST OF THE THIRD PRINOPAL MERIDIAN,AND LOT 4 Of ll-fE SUBDMSION OF SECTION 6, 1 of3 |
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TOWNSHIP 23 NORTH, RANGE 2 EAST OF THE THIRD PRINCIPAL MERIDIAN;FROM SAID POINT OF BEGINNING THENCE NORTH 0 DEGREES 50 MINUTES WEST q)6.57 FEET ALONG n-tE EAST llNE OF THE WEST 1/2 OF THE SOUTH EAST l/4 OF SAID SECTION 31,THENCE SOUTH 89 DEGREES 29 MINUTES WEST 659.02 FEET TO THE EAST RIGHT Of WAY UNE OF FA.I ROUTES 55 & 741 THENCE SOUTH 0 DEGREES 00 MINUTES WEST 430.45 FEET ALONG SAID EAST RIGiiT OF WAY UNE TO THE NORTH WEST CORNER OF SAID LOT 7,lliENCE SOUTH 89 DEGREES 57 MINUTES 49 SECONDS EAST 665.5 FEET ALONG THE NORTH UNE OF SAID LOT 7 TO THE POINT OF BEGINNING. LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PROPER1Y CONVEYED TO THE 0TY OF BLOOMINGTON BY DEED DATED FEBRUARY 11, 1977 AND MORE PARTIUJlARLY DESCRIBED AS FOLLOWS: COMMENQNG AT THE NORTH WEST CORNER OF LOT 7 OF E. AWN'S SUBDMSION OF niE WEST 1/2 OF TlfE SOlllli EAST 1/4 AND lliE SOUTH WEST 1/4 OF TliE NORTH EAST 1/4 OF SECTION 31, TOWNSHIP 24 NORll-1, RANGE 2 fAST OF WE THIRD PRlNCIPAL MERIDIANr TiiENCE SOUTH 0 DEGREES SO MINVTES EAST 676.98 FEET ALONG THE WEST UNE OF THE SAID LOT 7 AND ADJACENT LOT 6 TO AN TRON PIN, 111ENCE SOUTH 19 DEGREES 25 MINUTES EASf 195.31FEET TO AN IRON PINr THENCE SOUTH 64 DEGREES 58 MINlJTES 13 SECONDS EAST 353.3 FEEf TO AN IRON PIN, THE POINT OF BEGINNING OF PARCEL NUMBER 1,THENCE SOUTH 35 DEGREES 35 MINVTES 02 SECONDS EAST 309.02 FEET TO A RIGHT-QF-WAY MARKER, THENCE NORTH 22 DEGREES 32 MINUTES 11 SECONDS WEST 166 FEET1 THENCE NORTH 49 DEGREES 51MINUTES '10 SECONDS WEST 152 FEET TO THE POINT OF BEGINNING OF PARCEL 1RUNNING SOUTH 35 DEGREES 35 MINUTES 02 SECONDS EAST 309.02 FEETr THENCE SOLJTl-l 11 DEGREES OS MINUTES 51SECONDS EAST 43S.95 FEET TO THE POINT OF BEGINNING OF PARCEL 2, A POINT ON THE WEST UNE OF LOT 1 OF n-tE LES WILSON SUBDIVISION, THENCE NORTH 0 DEGREES 50 MINUTES WEST 11FEET, n-tENCE NORTH WESTERL'( 3.5 FEET TO A POINT OF INTERSECTION OF THE EAST RIGHT-Qf-WAY UNE OF F.A.L ROUTE SSr SAID POINT BEING 14 FEET DISTANT FROM THE POINT OF BEGINNING, lliENCE SOUTH 11 DEGREES SO MINLJTES 51 SECONDS EAST H FEITTO THE POINT OF BEGINNING, IN MCLEAN COUNTY, llllNOIS, AND ALSO EXCEPT TiiE FOLLOWING DESCRIBED TRACT AS CONTAINED IN CORPORATION GRANT DEED DATED FEBRUARY 26, 1992 RECORDED MARCH 6, 1992 AS DOCUMENT NO. 92-6494 FROM UNION OIL COMPANY OF CALIFORNIA, A CAUFORNIA CORPORATION DBA UNOCAL TO RICK BURGER THE FOLLOWING DESCRIBED PROPERTY: A PART OF THE SOUTH EAST 1/4 OF SEmON 31, TOWNSHIP 24 NORTii, RANGE 2 EAST OF THE THIRD PRINCIPAL MERIDlAN, AND ALSO A PART OF LOTS 8 AND 9 IN E. ALLIN'S SUBDIVISION OF THE WEST 1/2 OF THE SOUTH EAST 1/4 AND THE SOUTH WEST 1/4 OF THE NORTH EAST 1/4 OF SAID SECT10N 311 IN MCLEAN COUNTY, IWNOIS,MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON 11-iE EAST UNE OF SAID LOT 8 LYING 242.78 FEET NORTH OF THE SOUTH EAST CORNER THEREOF. FROM SAID POINT OF BEGINNING THENCE NORIH 0 DEGREES 50 MINtiTES WEST 193.79 FEET ALONG SAID EAST UNE AND ALONG TiiE EAST UNE OF SAID LOT 9; THENCE SOUTH 89 DEGREES 29 MINUTES WEST 659.02 FEET TO A POINT ON THE f.AST RIGHT-OF-WAY LINE OF FAIROUTES 55 AND 74 LYING 430.45 FEET NORTH OF THE SotffH WEST CORNER OF SAID LOT B, THENCE SOUTH 0 DEGREES 00 MINUTES WEST 197.85 FEET ALONG SAID EAST RIGHT-OF-WAY UNE; THENCE NORTH 89 DEGREES 08 MINl.JfES EAST 661.88 FEET TO THE POINT OF BEGINNING, IN MCLEAN COUNTY, ILUNOIS. BEING THE SAME DESCRIBED AS FOLLOWS: ALL OF LOTS 6 AND 7 AND PART OF LOTS 2, J, LJ, 5 AND 8 OF F. ALUN'S SUBDIVISION OF THE WEST HALF Of THE SOUTHEAST QUARTER AND THE SOUTHWEST QUART_ER OF THE NORTHEAST QUARTER OF SECTION 31, TOWNSHIP 24 NORTH, RANGE 2 2 ofJ |
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EAST OF TiiE THIRD PRINCIPAL MERIDIAN AND LOT 4 OF THE SUBDMSION OF SECTION 6,TOWNSHIP 23 NORTH, RANGE 2 EAST OF THE THIRD PRINOPAL MERIDIAN lYING EAST OF RIGHT Of WAY UNE OF FARI OUTE 55 IN MCLEAN COUNTY, IUlNOIS AS SAID E. ALUN'S SUBDIV£SION IS RECORDED IN BOOK 1OF PLATS AT PAGE 281 AND ALL OF THAT PART OF THE NORTli-SOum PUBUC ROAD WHICH UES WEST OF TI-lE WEST UNE OF SAID LOTS 5, 6 AND 7 AND EAST OF THE EAST RIGKf-QF-WAY UNE OF FAI ROUTE 55 AND 7<1 fJ.5 VACATED BY ORDINANCE 1976-46 BY lliE OTY OF BLOOMINGTON, RECORDED MAY 10, 1976 AS DOa.JMENT NUMBER 76-5543 IN MCLEAN COUNTY, ILUNOIS, MORE PARTICUlARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT B LYING 242.78 FEET NORTH OF THE NORTHEAST CORNER OF SAID LOT 7, FROM SAID POINT OF BEGINNING ntENCE SOtmi 89 DEGREES 08 MINUTES 00 SECONDS WEST 661.88 FEET TO A PDrNT ON THE WEST UNE OF SAID LOT B LYlNG 232.60 FEET NORTH OF THE NORTHWEST CORNER OF SAID LOT 7, SAID POINT ALSO BEING ON THE EAST RIGHT OF WAY UNE OF FA[ ROUTE 03, SECTION 57-6 (I-55 AND 7<t);THENCE SOUTH 0 DEGREES 00 MINUTES 00 Sf::CONDS WEST 891.84 FEEf ALONG SAID EAST R£GHT--QF-WAY UNE;THENCE SOUTli 29 DEGREES 25 MINUTES 00 SECONDS EAST 215.36 FEET ALONG SAID EAST RIGHT-DF·WAY UNE TO A POITIIT LYING 300 FEET LEFT OF TRANSIT UNE 11 OF SAID FA! ROUTE 03 OF HIGHWAY STATION '162+00;THENCE SOUTH 64 DEGREES 58 MINUTES 13 SECONDS EAST 353.30 FEET ALONG SAID EAST RIGHT-OF-WAY UNE TO A POINT LYING 620 FEET LEFT OF SAID TRANSIT UNE 11AT HIGHWAY STATION <163+50;THENCE SOUTH 49 DEGREES 51MINUTES <10 SECONDS EAST 152.00 FEET ALONG THE NORTHEAST UNE OF PROPERTY CONVEYED TO THE QTY OF BLOOMINGTON BY DEED DATED FEBRlJARY 11, 1977, RECORDED AS DOCUMENT NUMBER 77-2045; THENCE SOUTH 22 DEGREES 32 MINUTES 11 SECONDS EAST 166.00 FEET ALONG SAJD NORntEAST UNE TO THE SOUTHERN MOST CORNER THEREOF, SAID CORNER LYING 800 FEET LEFT OF SAID TRANSIT UNE 11 AT HIGHWAY STATION 466+00;THENCE SOUTl-i 11 DEGREES OS MINUTES 51SECONDS EAST 424.95 FEET ALONG SAID EAST RIGHT-OF-WAY UNE;THENCE SOIJTl-f 42 DEGREES 46 MINUTES 40 SECONDS EAST 3.<10 FEET TO THE WEST UNE OF LOT 1IN LES WILSON SUBDMSION; THENCE NORTl-1 0 DEGREES SO MlNLJTES 00 SECONDS WEST 1909.63 FEET ALONG THE WEST UNE OF L£S WILSON SUBDIVISION AND ALONG TI-lE EAST UNES OF LOTS 2 THROUGH 8, INCLUSIVE, IN SAID E. ALUN'S SUBDIVISION TO THE POINT OF BEGINNING, IN MCLEAN COUNTY, ILUNOIS. 3 of3 |
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EXHIBIT A-ll TA Effingham 1702 West Evergreen l:llingham, fL . Tract# 1: A part of the Southwest Quarter of the Southeast Quarter of Section 18, Township 8 North, Range 6 East of the Third Principal Meridian, situated in the City of Effingham, County of Effingham and State of Illinois, more particularly described as follows: Beginning at a point on the East line of the said Southwest 1/4 of the Southeast 1/4, South oo 11' East 568.8 feet from the Northeast corner of the Southwest 1/4 of the Southeast 1/4 of said Section 18, (being the Southeast corner of the tract deeded to Leroy J. Berries and Maryann Borries by Ralph H. Koester and Marie C. Koester, on August 16, 1968, recorded in Book 384 page 337, of the Effingham County records); thence South oo 11' East 333 feet to the Northerly right-of-way line of the frontage road conveyed to the State of Illinois by Warranty Deed dated June 18, 1956, and recorded in Book 319 page 482, of the Effingham County records; thence along the Northwesterly right-of-way line of said frontage road South 31o 00' West a distance of 139 feet; thence along said frontage road right-of-way along a curve to the right having a radius of 471.7 feet, and tangent· to the last named bearing, for a distance of 496.7 feet; thence due South 20 feet; thence due West 47 feet; thence North oo 11' West 692 feet, thence North 89° 49' East 137 feet to the Southwest corner of the aforesaid tract deeded to Leroy J. Berries and Maryann Borries; thence along the South line of said tract, North 85° 58' East, a distance of 386.3 feet to the Place of Beginning; Tract #2: A part of the Southwest Quarter of the Southeast Quarter of Section 18, Township 8 North, Range 6 East of the Third Principal Meridian, situated in the City of Effingham, County of Effingham and State of Illinois, mor.e particularly described as follows: Beginning at a point West 386.3 feet and South oo 11' East 500 feet from the Northeast corner of the Southwest Quarter of the Southeast Quarter of said Section 18, thence South 85° 58' West 451.7 feet; thence South ao 11' East 761 feet to the North right-of-way line of a Township Road; thence East 314.7 feet, thence North oo 11' West 692 feet; thence North 89° 49' East 137.0 feet; thence North oo 11' West 100 feet to the Point of Beginning. The above two tracts are also described as follows: A part of the Southwest Quarter of the Southeast Quarter of Section 18, Township 8 North, Range 6 East of the Third Principal Meridian, more particularly described as follows: Commencing at the Northeast corner of the Southwest Quarter of the Southeast Quarter of said Section 18, thence S ooo 02' 37" E (record bearing S ooo 11' 00" E), along the East line of the Southwest Quarter of the Southeast Quarter of said Section 18, a distance of 571.65 feet (record distance of 568.8 feet) to the POINT OF BEGINNING (being the Southeast comer of the tract deeded to Leroy J. Berries and Maryann Berries by Ralph H. Koester and Marie C. Koester, on August 16, 1968, recorded in Book 384 page 37 in the Recorder's Office of Effingham County); thence, S ooo 02' 37" E (record bearing S ooo 11' 00" E), a distance of 333.82 feet (record distance 333 feet), to the Northerly Right-of-Way line of the frontage road conveyed to the State of Illinois by Warranty Deed dated June 18, 1956, as recorded in Book 319 page 1 of2 |
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482 in the Recorder's Office of Effingham County; thence along the Northwesterly Right-of-Way line of said frontage road, S 29° 46' 21" W (record bearingS 31o 00' 00" W), a distance of 140.78 feet (record distance 139 feet); thence, along said frontage road Right-of-Way along a curve to the right having a radius of 471.70 feet and tangent to the last named bearing, for a distance of 497.98 feet (record distance of 497.70 feet); thence S ooo 15' 37" W (record bearing of South), a distance of 25.00 feet (record distance of 20.00 feet); thence N 89° 44' 23" W (record bearing of West), a distance of 358.49 feet (record distance of 361.70 feet); thence N ooo 11' 52" E (record bearing of S ooo 11' 00" E), a distance of 764.15 feet (record distance of 761.00 feet); thence N 86° 31' 37" E (record bearing of S 85° 58' 00" W), a distance of 451.49 feet (record distance of 451.70 feet); thence S ooo 23' 17" E (record bearing of N ooo 11' 00" W), a distance of 100.00 feet; thence N 86° 14' 22" E (record bearing N 85° 58' 00" E), a distance of 386.69 feet (record distance of 386.30 feet), Effingham and State of Illinois. to the PLACE OF BEGINNING, situated in the City of Effingham, County of 2 of2 |
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EXHIBIT A-12 ·r·A Gary 2:; I 0 Burr Street Gary. IN I J Legal Description Parcel 1: The East 527.8 feet of rhe Northeast l/4 of the Southwest 1/4 of Section 13, Township 30 North, Ra.oge 9 West of the 2nd P.M., in Lake County, Indiana except that part described as follows: Part of the East 1/2 of the Northeast 1/4-of the Southwest 1/4 of Section 13, Townsrup 36 North, Range 9 West of the 2nd P.M., described as commencing at a point on the Southeast corner of the Northeast 1/4 of the Southwest 1/4 in said section 13, said point being point of beginning; thence in a W terly direction on the South l/4 section line of the East 1/2 of the Northeast 1/4 of the Southwest 1/4 of said section 13, a distance of 527.8 feet; thence in a Northerly direction parallel ro the West line of the East 1/2 of the Northe;tSt 1/4 of the Southwest 1/4 of said Section 13, a clisrance of 256.3 feet; thence in a Northeasterly direction a distance of 12.5 feet to a point being 260 fcc:t from the said South line of said Northeast 1/4 of the Southwest 1/4 measured at rigbt angles; thence in a Northeasterly direction a distance of 246.4 feet to a point being 300 feet from the East 1/4 section line of the Northeast 1/4 of the Southwest 1/4 of said section 1.3, measured at right aogles; thence in a Northeastecly direction a distance of 151.2 feet to a point being 215 feet from the said East line of said Northeast 1/4 of the Southwest 1/4 measured at right angles; thence in a Northeasterly direction a distance of 211.5 feet to a point being 190 feet from the said East line of said Northeast 1/4 of the Southwest 1/4 measured at right angles; thence in an Easterly_ direction a ilistance of 105 feet to a point being 85 feet from the said East line of said Northeast 1/4 of the Southwest 1/4 measured at right aogles; thence in a Northeasterly direction a distance of382.9 feet to a point being 30 feet from the said East line of said Northeast 1/4 of the Southwest 1/4 measured at right angles; thence in an Easterly direction a distance of 30 fee.t to a point; thence in a Southerly direction on the said East properi:y line a d.istmce of 1089 feet to the point of beginning, also except that part described as: That part of the East 527.8 feet of the Northeast 1/4 of the Southwest 1/4 of Section 13, Township 36 North, Range 9 West of the 2nd p.m., described as follows: Beginning at a point au the East line of t:he Northeast 1/4 of the Southwest 1/4 of said section 13, 1089 feet North of the Southeast comer thereof; thence West along a line at eight angles to said East line a distance of 30 feet; thence in a Southwesterly direction a distance of 332.9 feet to a point being 85 feet West of the East line of said Northeast 1/4 of the Southwest 1/4 of section 13, measured a right angles therero; thence West along a line perpendicular to the East line of said Northeast 1/4 of the Southwest 1/4 of section 13 a clistancc of 442.77 feet to the West line of the East 527.8 feet of the Northeast 1/4 of the Southwest 1/4 of said sectioo 13; thence North aloog the West line of the East 527.8 feet of said Northeast 1/4 of the Southwest 1/4 of sc:ction.13 a distance of 610.88 feet to the North line of the Northeast 1/4 of the Southwest 1/4 of section 13; thence East along the North line of sald Northeast l /4 of the Southwest 1/4 a distance of 527.8 feet to the Northeast comer thereofj thence South along rhe East line of the Northeast 1/4 of rhe Southwest 1/4 of section 13 to the point of beginning, in Lake County, Indiana Pared 2: An ·irregular shaped parcel of land in the Northeast 1/4 of the Southwest 1/4 of section 13, township 36 North, range 9 West of the 2nd p.m., Calwnet Township, Lake County, [ncliaaa described as commencing at a point on the East line of said Northeast 1/4 of the Southwesr 1/4 (said East line being also the centerline of Burr Street) 1079.3 feet Norof the Southeast comer of the Northeast 1/4 of the Southwest 1/4 of Section 13; thence West on a line which is paraUel to and 240 feet South of the Nmth line of said Southwest 1/4 of section 13 (which North line is also the centerline of 25th Avenue) a·distance of 31.41 feet to the point of beginning thence in a Southwesterly direction a distance of'373.10 feet ro a point being 85 feet West of rhe Ease line of said Northeast l of4 |
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114 of the Southwest.l/4 measured at cight angles theretothence West along a line perpendicular to the East line of said Southwest 1/4 a distance of 15 feet; thence Northeascedy along a line paral.lel to aforesaid 373.10 foot line 30.0 feetthence East parallel to aforesaid 15 foot line 9.95 feet to a line that is parallel to and 5 feet from aforesaid 373.10 foot line; thence Northeasterly parallel to and 5 feet from aforesaid 373.10 foot line a distance of 279.26 feet to the intersection of a line that is pacalld to and 45 feet West of the East line said Northeast 1/4 of the Southwest 1/4; thence North on said 45 foot parallel line 63.31 feet to the South line of property conveyed to Humble Oil and Refining Company in deed record 1326, page 192, in the Recorders Office of Lake County Indiana; thence East along said Humble Oil and Refio.ing Companys South property line 13.59 feet to the point of begino.ing. Parcel 3: A. pan of the Northeast 1/4 of the Southwest 1/4 of .section 13, township 36 North, Range 9 West of the 2nd p.m., in Calwnet Township, Lake County, Indiana, described as beginning at the Northeast comer of the Southwest 1/4 wbich is the iote.resection of the ccntc.rline of 25th Avenue and the centerline of Burr Street; thence Westerly on the North line of said Soi.ubwest 1/4 240 feet; thence Southerly parallel to the East line of said Southwest 1/4 240 feet; thence Easterly parallel to the North line of said Southwest 1/4 240 feet to the East line of said Southwest 1/4 saki point bg 1D79.3 feet North of the Southeast corner of sa.id Northeast 1/4 of the Southwest 1/4 as measured aloog the East line of said 1/4 1/4 section; thence Northerly on the Eas't line of said Southwest 1/4 240 feet to the point of beginning, except therefrom the North 40 feet which is cmbcaced io the .cight of way of 25th Avenue, and except the East 40 feet the£eof which is embraced in the right of way of Burr Street. Pared 4: The West231.9 fc:er of the East 263.9 feet of the West 791.7 feet of the Northc:ast 1/4 of the Southwest 114 of section 13, township 36 Nonh, range 9 West of the 2nd p.m., in Lake county, Indiana, excepting therefrom a parcel described as follows: · Commencing at a point on the West line: of said tract 190.0 feet North of the Southwest comer of said tract; thence South 190.0 feet to said Southwest carrier; thence Ease along the South line of said Northeast 1/4 of the Southwest l/4 231.9 feet to the Southeast comer of said tract; thence North along the East line of said tract 248.0 feet; thence Soutbweste.cly 239.04 feet to the point of beginning, all in Lake County, Iodiana Parcel 5: A parcel described as follows: Commencing at the Southeasterly point of parcel 4 above; thence North 74.3 feet to the Northeast cornu of parcel4 above; !:hence East 32 feet to a pointi, thence South 1074.3 feet to a point; thence West to the point of beginning, all in the Northeast 1/4 of the Southwest 1/4 of section 13, township 36 North, range 9 West of the 2nd p.m., in Lake County, fndiana. Parcel 6: That part of the East 527.8 feet of the Northeast 1/4 of the Southwest 1/4 of sect:loa 13, townshlp 36 North, range 9 West of the 2nd P.M, described as foUi:;ws: Beginning at a point on the East line of the Northeast 1 I4 of the Southwest 1/4 of said section 13, 1089 feet North of the Southeast earner thereof, thence West along a lioe at right angles to said East line a distance of 30 feet; thence in a Southwesterly direction a distance of 382.9 feer to a point being 85 feet West of the East line of said Northeast 1I4 of the Southwest 1/4 of section 13, measured at right angles theretothence West along a line perpendicular to the East line of said Northeast·I /4 of the Southwest 1 I4 of section 13 a distance of 442.77 feet to the West line of the East 527.8 feet of the Northeast 1/4 of the Sou!Pwest 1/4 of section 13; thence North 2 of4 |
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along the West line of the East 527.9 feet of said Northeast 1/4 of the Southwest 1/4 of section 13 a distance of 610.88 feet to the Noeth line of tbe Nmtheast 1/4 of the Southwest 1/4 of section 13; thence East along the North line of said Northeast 1 I4 of the Southwest 1/4 a distance of 527.8 feet to the Northeast comer thereof; thence South along the East line of the Northeast 1/4 of the Southwest 1/4 of section 13 to the point of begi.noing, in Lake County, Indiana, except therefrom that part described as: A part of the Northeast 1/4 of the Southwest 1/4 of section 13, township 36 North, range 9 West of the 2nd p.m.. in Calwnc:t Township, Lake County, Indiana, described as bc:gioning at the Northeast comer of the Southwest 1/4 which is the intersection of the center line of 25th Avenue and the centerline of Burr Street; thence Westerly on the North line of said Southwest 1 I4 240 feet; thence Southerly parallel to the East line of said Southwest 1/4 240 feet; thence Easterly parallel ro the North line of said Southwest 1/4 240 feet to the Ea!!t line of said Southwest 1/4 said point being 1079.3 feet North of the East line of said Southwest 1/4 240 feet to the point of beginning, and aJso excc:pt therefrom that part descr:ibed as foUows: an i.r:regubr shaped parcel of land in the n.artheast 1/4 of the Southwest 1/4 of Section 13, township 36 North, lUnge 9 West of the 2nd P,M Calwnet Township, Lake County, Indiana, described as commencing at a point oo the East line of said Northeast 1/4 of !he Southwest 1/4 (said East line being also the centerline of Burr Street) 1079.3 feet North of the: Southeast corner of the Northeast 1/4 of the Southwest 1/4 of Section 13; thence West on a line wb.icb is parallel to and 240 feet south of the Ngrth line of said Southwest 1I4 f section 13 (which Noeth line is also the· center line of 251" Avenue) a distance of3141 feet to the point of beginning, thence in a Southwesr:erly direction a distance of 373.10 feet to a point being 85 feet West of the East line of said Northeast 1/4 of the Southwest 1/4 measured at right angles thereto; thence West aloog a line perpendicular to the East line of said Southwest 1/4 a distance of 15 feet; thence N ortheaste:dy along ·a line parallel to aforesaid 373. I 0 foot line 30.0 f'eet; thence East pual.lel to aforesaid 15 foot Line 9.95 feet to a line tb:t is parallel to and 5 feet from aforesaid 373.10 foot line thence Northeasterly parallel to aod 5 feet from aforesaid 373.10 foot line a distance of 279.26 feet to the intersection of a line that is parallel to and 45 feet West of the East line of said Northeast 1/4 of the .Southwest 1/4; thence North on said 45 foot paralld Line "63.31 feet to the South line of property conveyed to Humble Oil and Reficing Company in Deed Reco.cd 1326; page 192, in e Recorder's Office of Lake County, Indiaoa; thence East along sald Humble Oil·and Refining Company's South pwperty line 13.59 feet to the place of gincing. Parcel 7: The Soud1 112 of tbe West 527.8 feet of the Northeast 1/4 of the Southwest 1/4 of section 13, township 36 North, range 9 Wes-t of the 2nd Priucipal Meridian, in Lake County, Indiana, except that part lying south of the following described l.irtc: Commencing on the West Line of the aforesaid I/4 1/4 199.0 feet North of the Southwest comer thereof, thence East 33.0 feet parallel with the South line of said Northeast 1/4 of the Southwest 1/4, thence Southeasterly 50.87 feet to a point 174.00 feet North of said South line, thence Easterly 450.75 feer ro a point on the East line of said West 527.8 feet being 188.0 feet North of the South line of said Norrl)east 1/4 of the Southwest 1/4. Parcel 8: Lot 7 in Oak Gardens, as per plat thereof, recotded in Plat Book 25, Page 49, in the Office of the Recorder of Lake County, Indiana.. Parce19: Lot 9 in OaGardens, as"per plat thereof, recorded in Plat Book 25, Page 49, in the Office of the Recorder of Lake Couaty, Indiana. 3 of4 |
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Parcel10: Lot 10 in Oak Gardens, as pe{ plat thereof, recorded in Plat Book 25, Page 49, in the Office of the Recorder of Lake CoW1ty, Indiana. Parcc:ll1: Lots 11 aod 12 in Oak Gardens, as pl':f plat thereof, rcco£ded in Plat Book 25, page 49, in the Office of the Recorder of Lake County, Indiana 4 of4 |
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EXHIBIT A-13 TA \Vhi testown 5930 E. State Road 334 \Vhitestown, fN Legal Description J All that cem.in real property located in the County of Boone, State of Indiana, more pa..cticu1a.rly described as follows: A part of the Northeast Quarter of Section 1, Township 17 North, Range I East., Pcny Township, Boone County, Indiana, being bouoded as follows: Conunencing at the Southeast come.r of the Northeasr Quarter of Section 1, Township 17 North, Range I East, said poiat bc.ing North 85 degrees 03 minutes 37 second.s East_2,604.50 feet from the Southwest comer (PK nail found at the Boone County Surveyor's referenced location) of said Northeast Quarter, said point also be.iog South 01 degree 03 minutes 36 seconds West 2,698.00 feet from the Northeast comer (stone found at the Boone County SU!Veyoc's referenced location) of said Northeast Quarter; thence North 01 degree 03 m.iriutes 36 seconds East 181.07 feet oo and along the east line of said" Northeast Quarter, thence South 88 degrees 03 minutes 37 seconds West 6.25 feet parallel with the south line of said Northeast Quarter to the Point of Beginning of this dcscriptiou, said point being an 5/8" fran tod with C'o1p, said point being previously desccibed in Deed Record 184, Page 636 as being on the East line of said Northeast Quarter, said point also being on the northerly righ t-of way line of the State Road 334 approach to 1-65 (the oext five courses are in and along said cight-of-way line); 1.) thence South 62 degrees OS minutes 24 seconds West 180.45 feet to a 5/8" Iron rod with cap (0.4 feet, more or Less, Northwest of an existing .right-of-way marker); 2.) thence South 73 degrees 09 minutes 10 seconds West 192.43 feet to a 5/f!l' iron rod with cap (6.4 feet, more or less, East of an existiog right· of-way, marker), said point being oa a curve ro the right, said point also being South 09 degrees 52 mioutes 46 seconds East 1,383.88 feet from the radius point of said curve; 3.) thence westerly 244.66 feet on and along said curve to rbe right to the point of tangency, said poinr being a 5/8'' iron cod with cap (0.10 feet, more or less, East of an existing right-of-way marker), said point also bcing South 00 degrees 15 minutes 00 seconds West 1,383.88 feet from the radius point of said curve; 4.) thence North 89 degrees 45 minutes 00 seconds West 146.50 feet to a 5/8" iron rod with cap; 5.) thence North 66 degrees 17 minurcs 50 seconds West 108.73 feet to a 5/8" iroo rod with cap (0.3 feet, more or less, East of an existing rigbt-of-way marker, said point also being on the easterly right-of-way line of Old State Road 52 (Lakeview Drive) (the next three courses arc on and along said right-of-way line); L) thence North 34 degrees 59 minutes 00 seconds West 71.58 feet to a 5/8" iron rod with cap; 2.) rhence Noeth 35 degrees 23 minutes 00 seconds West 179.72 feet to a 5/8" iron rod with cap, said point also being rhe point of curvature of a curve to the left, said point being North 54 degrees 37 minutes 00 conds East 8,595.59 feet from the radius point of said curve; 3.) thence Northwesterly 523.65 feet on and along said cu.rve to a 5/8" iron rod with cap (3.0 feet, more or less, south and 4.5 feet, more or less, east on an existing iron rod with Carl Andersoa cap), said point being North 51 degrees 07 minutes 34 seconds East 8,595.59 feet from the radius point of said curve; !:hence North 00 degrees 10 m.icutes 00 seconds East 1,489.50 feet to an iron rod, said point also being oo the Southwesterly right-of-way line of Interstate 65 (the next three courses are on :&nd along said right-of-way line); 1.) thence South 43 degrees 27 m.inutes.OO seconds West 1.419.17 feet to a 5/8" iron rod with cap (0.8 feet, more or less, east of an existing right-of-way marker); 2.) thence South 40 degrees 30 minutes 00 secoods East 200.00 feet to a 5/8" U:on rod wich cap (0.4 feet, more or less, East of an existing right-of-way marker; 3.) thence South 26 degrees 43 minutes 40 seconds East 422.40 feet to a 5/8" iron rod with cap (0.38 feet, more or less, North and 1.64 feet, more or less, west of an existing 1/2" iroo rod); said point being South 88 degrees 03 minutes 32 seconds West 8.54 feet from the East line of"sa.id Northeast Quarter; thence South 00 degrees 46 minutes 00 seconds West 436.24 feet to rbe POINT OF BEGINNING. Containing 38.85 acres, more or less, being subject to all applicable easements and rights-of-way of .tecord. All of rhe above describcd land being the s:tme as follows: 1 of2 |
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Part of the Northeast Quatrer of Sc:ction 1, Towash.ip 17 North. Range I East, Boone County, Indiana, more particularly described as follows: Commencing at the Southeast comer of said 114 Section running thence North 0 degrees 46 minutes East aod along the East line of said 114 Section 212.50 feet to the beginning poi.Ot of this descriptioo, said point being on the Northerly right of way line of State Road 334 approach ro 1-65; (the next five courses being along said RIW li.ae); thence South 62 degrees 08 minutes 24 seconds West 180.45 feet; thence South 73 degrees 09 minutes 10 seconds West 192.43 feet to a point on a curve to the right. said curve having a radius of 1,363.88 feet; thence Westerly along said curve 244.66 feet to the P.T. of said cwve; thence North 89 degrees 45 minutes West 146.50 fcer; thence North 66 d grees 17 minutes 50 seconds West 108.73 feet to the Easterly R/W line of State Road 52; (the next three courses being aloag s:Ud R/W Line running thence North 34 degrees 69 minutes West 71.58 feet; North 35 degrees 23 mJ.nutes Wesr 179.72 feet to the P.C. of a CUIVe to the left, said cUIVe having a radius of 8,595.59 feethence in a Northwesterly direcrioo aloag said curve 523.66 feet; thence North 0 degrees 10 minutes East 1,489.50 feet to the Southwesterly R/W line of 1-65; (the next three coutses being along said R/W Line); running thence South 43 degrees 27 minutes East 1419.17 feet; thence South 4{) degrees 30 minutes East 200 feet; thence Soutb 26 degrees 43 minutes 40 seconds East 422.40 feet to the East line of said 1/4 Sectioo; thence South 0 degrees 46 minutes West and along sa.id East Line 436.24 feet to the point of beginning. 2 of2 |
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EXHIBIT A-14 TA Florence 7777 Burlington Pike Florence. KY PARCa 1: . LOCATED GENERALLY IN PRECINCT #4 OF THE CITY OF FLORENCE. SOONE COUNlY, KENTUCKY, ON THE SOUTHEAsT CORNER OF THE INTERSECTION OF RELOCATED TANNER'S LANE (SERVICE ROAD f#1 AND KENTUCKY HIGHWAY 318 AND DESCRIBED PARTfCUlARLY BY METES AND BOUNDS THUS: BEGINNlNG AT THE INTERSECTION OF THE SOUTH RIGHT OF WAY LINE (75 FEET FROM CENTERLINE) OF KENTUCKY STATE HIGHWAY#18 WITH THE EAST RJGHT OF WAY LINE {26 FEET FROM CENTERLINE} OF THE RELoCATED PORTION OF TANNER'S LANE; THENCE ALONG SAID LINE OF SAID STATE HIGHWAY SOUTH 81 DEGREES 47' 30 EAST,118.49 FEET;.SOUTH 66 DEGREES 1(f 2tr EAST,238.72 FEET TO A POINT THEREIN; THENCE LEAVING SAID HIGHWAY AND RUNNING WITH LINES OF THE ORIGINAL SCHREIVER 16.75 ACRE TRACT, SOliTH 2 DEGREES 63' 3<r EAST, 306.13 FEET; SOUTH 88 DEGREES 64 oo· EAST, 323.00 FEET;SOIJTH 83 DEGREES 29' 00" EAST, 115.23 FEET;SOUTH 43 DEGREES T 30" WEST 672.00 FEEt:SOUTH 46 DEGREES 31' oo WEST,665.72 FEET TO A POINT IN THE EAST RIGHT OF WAY UNE OF TANNER'S LANE;THENCE ALONG AND WITH SAID RIGHT OF WAY LINE (26 FEET FROM CENTERLINE) WITH TANGS«S OF CURVES THEREIN, NORTH 44 DEGREES 24' 50" WEST,167.36 FEET;NORTii 37 DEGREES 16' oo-WEST, 234.22 FEET:NORTH 7 DEGREES 6' 1s-WEST,143.12 FEETiNORlli 17 DEGREES 49' oo· EAST,638.44 FEET TO A POINT IN THE SAID EAST RIGHT OF WAY UNE OF TANNER'S LANE: NORTH 32 DEGREES 00' O<r EAST, 328.46 FEET TO THE PLACE OF BEGINNING. LESS AND EXCEPTING THAT PORTlON OF THE PREMISES CONVEYED TO THE CITY OF FLORENCE IN HIGHWAY DEED BOOK 7 PAGE 638 AND TO QUEEN CllY SELF STORAGE IN DEED BOOK 301 PAGE 40. PARCEL II: LOCATED GENERALLY IN THE CrTY OF FLORENCEi BOONE COUNTY, KENTUCKY, SOUTH OF KENTUCKY HIGHWAY NO. 18 AND APPROXrMATELY 1,000 FEET EAST OF THE CENTERLINE OF INTERSTATE HIGHWAY NO. 75 AND DESCRIBED PARTICULARLY THUS; BEGINNING AT AN IRON PIN THE NORTHEAST CORNER OF THE ORIGINAL RAY HANSER LOT (DEED BOOK 153, PAGE 222 BOONE COUNlY CLERK'S RECORDS) WHICH IS SOUTH 81 DEGREES T 30" EAST 118.49 FEET, SOUTH 86 DEGREES 10' 20 EAST 238.72 FEET,NORTH 2 DEGREES 63' 30 WEST 25 FEET, SOUTH 86 DEGREES 64' 40"' EAST 39.37 FEET, SOUTH 2 DEGREES 54' 55" EAST 162.70 FEET FROM THE INTERSECTION OF THE SOUTH RIGKT OF WAY LINE OF KENTUCKY HIGHWAY NO. 18 REVISED WITH 11-fE EAST RIGHT OF WAY UNE OF SERVICES ROAD NO. 10 AND 1-75; THENCE wmr THE SOUTH LINE OF THE PROPERTY OF IPHIGENE NoRTH 89 DEGREES 41' oo-EAST 202.20 FEET TO AN IRON PIN ON THE NORTHEAST CORNER OF SAID RAY HANSER LOT; THENCE WITH THE WEST LINE OF niE PROPERTY OF TINNIE LAND, SOUTH 0 DEGREES 6T 00' EAST 84.66 FEET TO AN IRON PIN THE NORTHEAST CORNER OF THE FLOYD WILCOXEN LOT;THENCE WITH THE NORTH LINE OF SAID LOT SOUTH 88 DEGREES 34' 20 WEST 199.36 FEET TO AN IRON PIN THE NORTHWEST CORNER OF SAlD WILCOXEN LOT IN THE EAST UNE OF A STRIP OF LAND JOINTLY OWNED BY RAY HANSER AND FLOYD WILCOXEN WHICH IS DESIGNATED FOR ACCESS; THENCE 11-IEREWITH NORTH 2 DEGREES 48' 55" WEST 88.60 FEET TO THE PLACE OF BEGINNING, CONTAINING 0.396 ACRES, MORE OR LESS. ALSO: LOCATED GENERALLY IN THE CITY OF FLORENCE, BOONE COUNTY, KENTUCKY SOlJTH OF KENTUCKY HIGHWAY NO.18 AND APPROXtMATaY 1,000 FEET EAST OF THE CENTERUNE OF INTERSTATE HIGHWAY NO. 75 AND DESCRIBED PARTICULARI..Y lliUSi BEGINNING AT AN IRON PIN THE NORTHWEST CORNER OF THE ORIGINAL FLOYD WILCOXEN LOT WHICH IS SOUTH 81 DEGREES 4r 30 EAST,118.49 FEET, SOUTH 86 DEGREES 10' EAST 238.72 FEET, NORTH 2 DEGREES 63' 30'" WEST 25 FEET.SOUTH 86 DEGREES 54' 40" EAST 39.37 FEEr,SOUTH 2 DEGREES 54' ss EAST 162.70 FEET, SOUTH 2 DEGREES 46' 55" EAST 88.60 FEET FROM THE |
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.-f S CTION OF T.t!E SOUTH RIGHT QF WAY LIN!;OF KENTUCHIGHWAY N0.16 RE,VlSED :; WfnflliE EAST RIGHT OF WAY LINE OF SERVICe ROAD N0.10 AND 1-76; THENCE WtTH THE COMMON UNE OF THE PROPERTIES OF SAID HANSER AND SAID WILCOXEN NORTH 88 _ ;, -·-- ,--DEGREES 34' 20 EAST 199.38 FEET TO AN IRON PIN THE NORTHEAST CORNER OF THE ORIGINAl. FLOYD WILCOXEN LOT; n-IENCE WITH THE WEST LINE OF rne TINNIE LAND PROPERlY SOtJTH 0 DEGREES &r oo-EAST 87.31 FEET ()R SUFFICIENT TO REACH THE NORlli UNE OF THE PROPERTY OF 1liE PURE OIL CONPANY; THENCE THEREWITH NORTH 88 DEGREES 54' oo WEST 196.98 FEET TO AN IRON PIN THE ORIGINAL SOUTHWEST CORNER OF THE FLOYD WILCOXEN LOT IN SAID LINE OF SAID PURE OIL COMPANY LAND; THENCE WITH THE EAST LINE OF A STRIP OF LAND DESIGNATED AND OWNED BY SAID WILCOXEN AND SAID HANSER FOR ACCESS PURPOSES NORTH 2 DEGREES 46' 55 WEST 78.54 FEET TO THE PLACE OF BEGINNING.CONTAINING 0.3T7 ACRES MORE OR LESS. ALSO: LOCATED GENERALLY IN THE CJlY OF FLORENCE. BOONE COUNTY, KENTUCKY ON THE SOUTH SIDE OF KENTUCKY HIGHWAY NO.18 AND APPROXJMATELY 1,000 FEEtr EAST OF THE CENTERLINE OF INTERSTATE HIGHWAY NO. 75 AND DESCRIBED PARTICULARLY THUS; BEGINNING AT AN IRON PIN ON THE INTERSECTION OF THE NORTHWARD PROJECTION OF THE WEST LINE OF THE PROPERTY OF THE PURE OIL COMPANY WITH THE SOUTH RIGHT OF WAY LINE (50 FEET FROM CENTERLINE) OF KENTUCKY HIGHWAY NO. 18 REVISED AND RELOCATED WHICH IS SOUTH 81 DEGREES 4T so EAST 118.49 FEET, SOUTH 86 DEGREES 10' 20 EAST 236.72 FEET, NORTH 2 DEGREES 53' 30" WEST 26 FEET FROM THE INTERSECTION OF THE SOUTH LINE OF KY. RT. 18 REVISED WITH lliE EAST RIGHT OF WAY LINE OF SERVICE ROAD NO. 10 AND 1-75; THENCE Wfrn SAJD SOUTH LINE 86 DEGREES 54' 40'" EAST 39.37 FEET TO AN IRON PIN A CORNER WITH TiiE PROPERTY OF IPHIGeJE BETTMAN; THENCE WITH THE WEST UNE OF SAID BETTMAN PROPERTY SOUTH 2 DEGREES 54' 55 EAST 162.70 FEET TO AN IRON PIN THE NORTHEAST CORNER OF THE RAY HANSER ET M.. PROPERTY; THENCE WITH THE WEST LINE TO THE PROPERlY OF SAID HANSER AND THE PROPERTY OF FL0'\"0 WILCOXEN ET /Jd.. SOUTH 2 DEGREES 46' 55 EAST 1frl.24 FEET TO AN IRON PIN IN THE NORTH LINE OF PROPERTY OF THE PURE OIL COMPANY:THENCE THEREWITH NORTH 88 DEGREES 54' oo· WEST 39.00 FEET TO AN IRON PIN A CORNER WITH SAID PURE OIL COMPANY PROPERTY NORTI-i 2 DEGREES 53' 30 WEST 331.13 FEET TO THE PLACE OF BEGINNING. CONTAINING 0.297 ACRE, MORE OR LESS. . EXCEPTING SO MUCH OF THE FOLLOWING DESCRIBED PROPERTY OF RECOROIN DEED BOOK 760,PAGE 311,IN THE OFFICE AFORESAID, MORE PARTICULARLY DESCRIBED AS FOllOWS; A PARCEL OF LAND LYING NEAR THE WESTERLY SIDE OF EWING BlVD., IN FLORENCE, BOONE COUNlY,KENTUCKY, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINMNG AT A POINT, SAJD POINT BEING·THE MOST SOUTHWESTERLY CORNER OF A 1.06 ACRE PARCEL PREVIOUSLY CONVEYED BY U.LH.&P.lP THE CrTY OF FLORENCE (DEED BOOK 487,PAGE 95}, AND RUNNING THENCE: S 84-24-01 E, A DISTANCE OF 115.80 FEET,TO A POINT, THENCE S 41..0D-OO W, A DISTANCE OF 159.26 FEET, TO A POINT, THENCE N 22 W, A DISTANCE OF 130.27 FEET, TO THE PLAVE OF BEGINNING AND CONTAINING 7437.90 SQUARE FEET, MORE OR LESS. THE ABOVE DESCRIBED PARCEL BEING SUBJECT TO AN'( AND ALL EASEMENTS ANOfOR RIGHTS OF WAY OF RECORD. Being the same property conveyed to National Aulo!T'ruckstops, Inc., a Delaware Corporation by deed dated 04/1211993 of record In Deed Book 608.Page 13,In the Ofl1oe of the Clerk of, Kentucky. · · . ·-·-:---::-.....:. |
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EXHIBIT A-15 TA Lafayette 1701 N. University Avenue Lafayette. LA · Legal Uescription Item I, Fee Simple A ten (10) acre tract of land situated at the Northwest Quadrant of the intersection· of 1-10 and La. Highway 182 and located in Section 23, Township 9 South, Range 4 East, Lafayette Parish, Louisiana. Begin at the point designated as "'end control access", station 54+ 17.50 of Interstate Highway I-H) (Louisiana State Project 450-05-02). Thence South 24 degrees 37 minutes 54 seconds East for a distance of 17.5 feet to a concrete rilarker. Thence South 11 degrees 33 minutes 46 seconds West for a distance of 38.8ifeet to an iron rod.Thence South 57 degrees 30 minutes 58 seconds West along the Northerly right of-way line of-the required drainage servitude for a distance of 787.20 feet to an iron rod. Thence North 08 degrees 15 minutes 40 seconds West for a distance of 847.10 feet to an iron rod. Thence South 89 degrees 23 minutes 20 seconds East for 11 distance of 625.00 feet to an iron rod. Thence South 15 degrees 10 minutes 10 seconds East·along the westerly right-of-way line of La. Higbwqy 182 for a distance of7.5 feet to an iron rod. Thence South 24 degrees 37 minutes 54 seconds East along the Westerly right-of-way line of La. Highway 182 for a distance of 382.5 feet to the Point of Begitming. B ing shown on Plat of Survey prepared by Roland W. Laurent, Registered Surveyor, dated March 14, 1972, revised on March 22. 1972 and September 15, 1972, a copy of which is annexed to the Act of Sale registered under Document No. 598327, in Book G-67, Page 521. Together with those incorporeal ri hts in fuvor of the land and established as follows: Restrictive Covenants granted by Paul J. Dominique, a partnership in cmrunendam, dated and filed December 22, 1972 as Instrument No. 598328, registered at COB F 6. Page 553 (the "Incorporea1 Rights"). . Acquired by Cash Sale r corded under Entry No. 93-013465. Item II, Leasehold Interest That certain parcel of ground, without irnprov ents, siti.lated in Section 23, Township 9 South, Range 4 East, Lafayette Parish, Louisiana, containing and measuring four acres, more or less, and being bowded, now or formerly, North and West by the property of Rol nd A. Dominigue, East by National Autofl'ruckstops, Inc. and South by propc:tzy of the widoc and heirs of Alcide Dominigue or assigns and!or a drainage easement in favor of the S ate of Louisiana, Department of Highways. Bc:ing a portion of the same property acquired by Roland A.. Dominigue, husband of Sciglinde E. Liebrich, as his separate and paraphemal property, by virtue ofEntry No. 80-13704, records of Lafayette Parish. Louisiana.· · |
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EXHIBIT A-16 'fA Baltimore 5501 O'Donnell St. Cutoff Baltimore. .f'v·fD legal Description All of those lots or parcels of land located In Baltimore County, Maryland and more particularly described as follows: 5401 O'DONNEUSTREETCUTOFF BBNG DESIGNATED AS lOT NO. 58B IN WARD 26, SEffiON 1, IN BLOCK NUMBERED 682() IN TiiE OffiCE OF THE BUREAU OF SURVEYS FOR lliE OTY OF BALTIMORE AND INTENDED TO INCLUDE A PORTION Of THE lAND ACQUIRED BY EXXON CORPORATION (ESSO STANDARD OIL COMPANY) BY DEED DATED NOVEMBER 4,19'18 AND RECORDED AMONG lliE LAND RECORDS OF·BAlllMORE CI1Y IN USER MLP NO. 7622,FOUO 244,AND BEING MORE PARTIOJLARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR lliE SAME AT'A POINT ON TI-iE SOUTHEASTERN RIGHT-O WAY UNE OF THROUGH HIGHWAY FOR INTERSTATE ROUTE 95 (INTE. ATE AVENt)E),.AT llfE BEGINNING POINT OF THE QUITCLAIM DEED DATED JANUARY 3'" 1989 AND RECORDED AMONG lliE lAND RECORDS OF BAlTIMORE CITY IN UBER S.E.B NO. 1972, FOUO 443 BElWEEN EXXON.CORPORATION AND THE MAYOR AND CilY COUNOL OF BALTIMORE. THENCE NORTlfEASTERLY BY A UNE DEflECTING TO lliE RIGHT wmi A RADIUS OF 101.93 FEET ALONG SAID RIGHT OF-WAY.UNE OFTHROUGH.HIGHWAY OF INTERSTATE95, AND BINDING REVERSELY ON lliE 7TH UNE _OF SAID QVITOAIM DEeD,fOR.AN ARC LENGlli OF 161.24 FEEf, WITH A OfORD BEARING r:.JORW 79 OEGREt:S 18 MINUTES·44 SECONDS B\ST, 1+.1.95 FEET TO THE END OF SAID CURVE AND TO lliE SOlTlliWES(SIOE OF O'DONNEll STREET C1J[ OFF, lliENCE SOUTH 55 DEGREES 22 MINt.m:S 10 SECONDS EAST ALONG THE SOtJTlfWEST SIO.EOF O'DONNELL STREET aJT-Qff, OF VAAIAB.lE WIDTH.R.IGHT-O WAY,BINDING REVERSELY ON THE 6iH UNE OF SAID QUITCLAIM DEED FOR A DISTANCE OF 90.00 FEET TO A POINT OF OJRVE. THENCE SOUTJ:IEASTERLY BY(\ UNE DERECTING TO THE RIGHT,WllH A JW)IUS OF 290.00 F ET, AlONG SAID SOUTHWEST RIGHT..Qf..WAY OF O'DONNELL STREET AND BINDING REVERSELY ON THE 5TH UNE Of S ID QUITCLAIM DEED FOR AN ARG lENGlli OF 17.J3 FeET,. WITJi A QiORD BEARING SOUTH 53 DEGREES 39 MINtn:fS 28 SECONDS EAST, 7.33 FEET TO THE END OF SAID OJRVE. THENCE SOUTH 51DEGREES 58 MINUTES 43 SECONDS EAST; ALONG SAID SOurnwEST SIDE OF O'DONNElLSTREETCVT Off,BINDING REVERSELY ON lliE 4Tit UNE·OF SAID QUITClAIM OS:D FQR A DISTANCE OF 31.63 FEET TO lliE SOUniEAST BOUNDARY OF LOT "f" fJS SHOWN ON A 1 of3 |
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SUBDIVISION PLAT ENTITLED, "SUBDMSION PLAN OF EXXON CORPORATION PROPERlY AND BALTIMORE PORT TRUCK PLAZA UMITEO PARlNERSHIP PROPERlY'', RECORDED AMONG SAID LAND RECORDS IN PLAT FOLDER S.E.B. NO. 3092. THENCE SOUTH 33 DEGREES 59 MINt.JTES 39 SECONDS WEST,BINDING ON THE SOUTHEAST BOUNDARY OF SAID LOT "1",FOR A DISTANCE OF 276.00 FEET TO fflE SOUTiiWEST BOUNDARY OF SAID lOT "1", THENCE NORTH 56 DEGREES 00 MINUTES 21 SECONDS WEST, BINDING ON TliE SOUlliWEST BOUNDARY OF SAID LOT"1" 1 FOR A DISTANCE OF 41.92 FEET TO THE AFORESAID SOUTHEASTERN RIGHT-OF-WAY UNE OF THROUGH HIGHWAY FOR INTERSTATE ROUTE 95, TliE CE NORTH 33 DEGREES 59 MINUTES 39 SECONDS EAST, ALONG THE SOUlliEAST SIDE OF SAID INTERSTATI: ROUTE 95 FOR A DISfANCE OF 178.02 fEET TO THE PLACE OF BEGtNNlNGr CONTAINING 55,339 SQUARE FEET OR 1.500 ACRES OF lAND, MORE OR LESS. 5501 O'DoNNEllSTR_EET aJT-QFF BEGINNING AT A P.OINT ON TI-fE SOUlHWESTERLY RIGHT OF WAY UNE OFO'DONNELL STREET ct.rr OFF (VARIABLE WIDTH PUBUC RIGHT OF WAY),SAID POINT BEING LOCATED lltE FOUOWING THREE COURSES AND DISTANCES FROM THE NORTHERLY TERMINUS OF AN ARC HAVING A RADIUS OF 101.93 FEET CONNECTING THE SOVTHWESTERLY RIGHT OF WAY UNE Wffii lliE EASTERLY RIGHT OF WAY UNE OF INTERSTATE AVENUE VARIABLE WIDTH PUBUC RIGKT OF WAY); A. SOLTTH 55 DEGREES 22 IN10 SECONDS EAST A DISTANCE OF 90.00 FEET TO A POINT OF CURVATURE, lliENCE . B. ALONG lliE ARC Of A CURVE TO TiiE RIGHJ HAVING A RADIUS OF 290.00 FEET, TURNING A CENTRAL ANGLE OF 03 DEGREES 25 MINUTES 27 SECONDS FOR NJ ARC lENGTH OF 17.33 FEET,THE OiORO OF SAID ARC BEARING SOUTH 53 DEGREES 39 MINUTES 27 SECONDS EAST FOR A OiORD DISTANCE OF 17.33 FEET TO A POINT OF TANGENCY,THENCE_ C. SOlJTli 51DEGREES 56 MINUTES 43 SECX>NDS EAST TO THE TRUE POINT AND PlACE OF BEGINNING, AND FROM SAID BEGINNING POINT RUNNING THENCE, 1. llfE FOLLOWING COUR-SES AND DISTANCES ALONG THE SoUTHW!,:STERLY RIGHT OF WAY UNE OF O'DONNEU STREET CUT·OFF, SOlffif 51 DEGREES 56 MINUTES 43 SECONDS EAST A DISTANCE OF 100.44 FEET TO A POINTr THENCE 2. AlONG 11-iE ARC OF A CURVE TO Tlif LEFT-HAVING A RADIUS OF 310.00 FEET AND TURNING A CENTRAl ANGLE OF 03 OEGRE25 MlNlJTES 29 SECONDS FOR AN AC LENGTH OF 74.75 FEET,THE CHORD-OF SAID ARC BE:ARING SOUTH 53 DEGREES 39 MINlffES 28 SECONDS EAST FOR A OiORO DISTANCE OF 18.53 FEET TO A POINT OF TANGENCY,THENCE 3. SOUTI-i 55 DEGREES 22 MINIJTES 10 SECONDS EAST A DISTANCE OF 0.45 FEET TO A POINT, THENCE 4.SOlffif 34 DEGREES 39 MINUTES 28 SECONDS WEST A DISTANCE OF 13.19 FEET TO A POINT, THENCE 5.SOlJTH 54 DEGREES 56 MINUTES 13 SECONDS EAST A DISfANCE OF 9.59 FEET TO A POINT, 111ENCE 6. NORTH 35 DEGREES 50 MINUTES 56 SECONDS EAST A DISTANCE OF 13.26 FEET TO A POINT, THENCE ' 7. SOUTH 55 DEGREES 22 MINUTES 10 SECONDS EAST A DISTANCE OF 317.25 FEET TO A POINT, 111ENCE - _ 8. AlONG THE ARC OF A NON-TANGENT CURVE TO THE RlGHT HAVING A RADIUS OF 30.00 FEET AND TURNING A CENTRAL ANGLE OF 55 DEGREES 47 MINUTES 42 SECONDS FOR AN ARC lENGTH OF 29.21 FEET,THE CHORD OF SAID ARC BEARING NORTI-t 87 DEGREES 04 MINUTES 30 SECONDS EAST FOR A CHORD LENGTH OF 28.07 FEET TO A POINT OF TANGENCY,ll-fENCE 9.SOurn 55 DEGREES 22 MINlfTES 10 SECONDS EAST A DISTANCE OF 336.86 FEET TO A POINT OF CURVATURE,THENCE 10. ALONG THE ARC OF A OJRVE TO THE lEFf HAVING A RADIUS OF 670.00 FEET AND TURNING A 2 of3 |
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CENTRAL ANGLE OF 06 DEGREES 23 MINUTES 32 SECONDS FOR AN ARC LENGlli OF 74.75 FEET,THE CHORD OF SAID ARC BEARING SOlJlli 58 DEGREES 33 MINUTES 56 SECONDS EASf FOR A CHORD DISTANCE OF 74.71 FEET TO A POINT OF TANGENCY1 lliENCE 11. LEAVING THE SOUTHWESTERLY RIGHT OF WAY UNE OF O'DONNELL STREET ClJT·OFF AND RUNNING THE FOlLOWING COURSES AND DISTANCES ALONG THE BLOCK UMIT UNE BETWEEN BLOCK 6820 AND BLOCK 68SO, SOUTH 02 DEGREES 52 MINUTES 54 SECONDS EAST A DISTANCE OF 51.42 FEET TO A POINT,1HENCE 12. SOUTH 87 DEGREES 07 MINUTES 06 SECONDS WEST A DISTANCE OF 475.50 FEET TO A POINT, THENCE 13. SOUTii 02 DEGREES 51 MINUTES 54 SECONDS EAST A DISTANCE OF 528.06 FEET TO A POINT, THENCE 14. SouTH 87 DEGREES 07 MINUTES 06 SECONDS WEST A DISTANCE OF 902.35 FEET 1U A POINION THE EASTERLY RIGHT OF WAY UNE O.F INTERSTATe AVENUE,THENCE 15. RUNNING THE FOUOWING COURSES AND DISTANCES ALONG lliE EAsTERLY RIGHT OF WAY UNE OF INTERSTATE AVENUE, NORlli 22 DEGREES 42 MINlJTES 45 SECONDS.EAST A DISTANCE. OF 182.45 FEET TO A POINT OF CURVATURE, THENCE 16. ALONG llfE ARC OF A OJRVE TO THE LEFT HAVING A RADIUS OF 1951.86 FEET AND TURNING A CENTRAL ANGLE OF 01DE REES 12 MINlJTE? 00 SECQ,..,DS FOAN ARC lENGTH OF 40.88 FEET,.THE OiORD OF SAID ARC BEARING NOR1H 22 DEGREES 06 MINUTES 46 SECONDS EAST FOR A OiORD DISTANCE OF 40.88 FEET TO A POINT, THENCE 17.NORTH 21DEGREES 41MINlJTES 33 SECONDS EAST A DISTANCE OF 102.31FEET TO A POINT, THENCE 18. NORTii 18 DEGREES 07 MrNUTES 50 SECONDS EAST A DISTANCE OF 102.36 FEET TO A POINT, THENCE . 19. ALONG THE ARC OF A NONTANGENT OJRVE TO THE lEFf HAVING A RADIUS OF 423.97 FEET AND TURNING A CENTRAL ANGLE OF 34 DEGREES 30 MINUTES 28 SECONDS FOR AN ARC LENGTH OF 255.35 FEET,lliE CHORD OF SAID A.RC BEARING NOR"lli 01DEGREES 43 MINUTES 58 SECONDS WEST FOR A CHORD D£STANCE OF 251.50 FEET TO A POINT, Tl-fENCE 2Q. NORlli 18 DEGREES 59 MINUTES H SECONDS WEST A DISTANCE OF 71.00 FEr:T TO A POINT OF CURVATURE1 THENCE· 21. ALONG THE ARC OF A CURVE TO TiiE RIGHT HAVING A RADIUS. OF 176.11FEET AND TURNING A CENTRAL ANGI£ OF 52 DEGREES 58 MINUTES 54 SECONDS FOR AN ARC LENGTll OF 162.85 FEET,THE CHORD Of SAID ARC BEARING NORTH 07 DEGREES 30 MINUTES 13 SECONDS EAST FOR A CHORD 22. NORllt 33 DEGREES 59 MINUTES 39 SECONDS EAST A DISTANCE OF 204.63 FEET TO A POIN1, THENO: 23.LEAVING THE EASTERLY RIGHT OF WAY UNE OF INTERSfATE AVENUE AND RUNNING THE FOU-OWING COURSES AND DISTANCES AlONG niE DMDING UNE BETWEEN LOT 57 BLOCK 6820 AND LOT 586 BLOCK 6BZO, SOUTlf 56 DEGREES 00 MINUTES 21SECONDS EAST A DISTANCE OF DISTANCE OF 157.11FEET TO A POINT,TI-IENCE . 241.92 FEET TO A POINT,ntENCE - 24.NORTH 33 DEGREES 59 MINUTES 39 SECONDS EAST A DISTANCE OF 276.00 FEET TO Tl-IE POINT AND PlACE OF BEGINNING,CONTAINING 648,021SQUAAE F£ET OR 19.468 ACRES,MORE OR LESS. SUBJECT TO A RIGHT OF WAY FOR MUNICIPAL UllUTIES AND SERVICES liS SHOWN ON SURVEYS AND RECORDS DMSION, BUREAU OF CONSTRUGnON MANAGEMENT PLAT NO. 346-A-SE. ALSO SUBJECT TO A LANDSCAPE BUFFER EASEMENT AS SHOWN ON SURVEYS AND RECORDS OMSION, BUREAU OF CONSTRUCTION MANAGEMENT PLAT NO. 35&-A-SE. 3 of3 |
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EXHIBIT A-17 T.\ Saginmv 6 64 l)ixie r Jighway Sai 'law. MT Srtuated in The Township of Bridgeport: PARCEll BEGINNING at a point on the South line of Section 15,Township 11 North, Range S East,Bridgeport Township, Saginaw County,Michigan, that is West 686.45 feet from the Southeast comer of the Southwest 1/4 of said Section 15;thence North 19 degrees 40 minutes 30 seconds East, 536.40 feet to a point on the South line of Highway U.S. 10; thence North 57 degrees 17 minutes 20 seconds Wer:J.:, 762.5 feet along the South line of said Highway U.S. 10; thence South 1degree 31 minutes 13 seconds East,. 440 feet; thence North S7 degrees 17 minutes 20 seconds West, 220 feeti thence South 1 degree 31minutes 13 seconds East, 5%.41 feet to a point on the South line of Section 15; thence East 618.60 feet along the said South line·of Section 15 to the Point of Beginning, EXCEPT A parcel of land in the East 1/2 of the Southwest 1/4 of Section 15, Township 11 North,Range 5 East, Bridgeport Township, Saginaw County, Michigan, descrtbed as follows: To ftx the point of beginning, commence at the West 1/4 comer of said Section;thence SOuth 89 degrees 32 minutes 47 seronds East,on the East and West 1/41ine, 1,300.17 feet; thence SOuth 01degrees 13 minutes 17 seconds East on the West 1/8 line, 1,576.88 feet to the intersection of said West 1/8 line with the SOuth right-of-way line of the Dixie Highway, said South line being parallel with and 60.00 feet, measured at right angles, Southwesterly from the centerline of said h!ghway; thence South 57 degrees 00 minutes 36 seconds East on said right-of-way line,220.00 feet to the point of beginning of this descnption; thence South 57 degrees 00 minutes 36 seconds East on said right-of-way line, 35.00 feet; thence South 32 degrees 59 minutes 24 seconds West, 33.69 feet; thence South 01 degree 13 minute,s 17 seconds East,parallel with said West 1/Siine, 260.46 feet;thence South 88 degrees 46 minutes 43 seconds West,10.00 feet; thence North 01degree 13 minutes 17 seconds West, parallel with said 1/8 line, 308.00 feet to the Point of Beginning. PARCEL2 A parcel of land in the East 1/2 of the Southwest 1/4 of Section 15, Township 11 North,Range 5 East, Bridgeport Township, Saginaw County, Michigan,desaibed as follows: To fix the point of beginning,commence at the West 1/4 comer of said Section; thence South 89 degrees 32 minutes 47 seconds East, on the East and West 1/4 line, 1300.17 feet;thence South 01degree 13 minutes 17 seconds East, on the West 1/8 Une, 1576.88 feet to the in.te ction of said West ·1/8 line with the South right of-way line of the Dixie Highwayr said. South line being parallel with and 60.00 feet, measured:at right angles, Southwesterly from the centerline of Said highway; thence continuing South 01 degree 13 minutes 17 seconds East, on said West 1/8 line, 440.00 feet to the point of beginning of this description;thence South 68 degrees 13 minutes 17 seconds East,on the approximate centerline of the McGrandy Drain,120.00 feet; thence South 87 degrees 22 minutes 26 seconds East,continuing on said centerline 71.63 feet; thence South 01 degree 13 minutes 17 seconds East, n.oo feet; thence North 57 degrees 00 minutes 36 secnnds West, parallel with the Dixie Highway, 220.00 feet to the Point of Beginning. PARCELS 1 AND 2 ARE ALSO DESCRIBED AS: .I of2 |
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A parcel of land In the East 1/2 of the Southwest 1/4 of Section 15,Town 11 North, Range 5 East, Bridgeport Township, Saginaw County, Michigan, described as follows:Beglnnlng at a point on the South line of Section 15, that is West 686.45 feet from the Southeast comer of the Southwest 1/4 of said Section 15;thence North 19 degrees tW minutes 30 seconds East 536.40 feet to a point on tfle South line of Highway U.S. 10,also known as the Dixie Highway, thence North 57 degrees 17 minutes 20 seconds West 728.1feet along the South line of said Highway; thence South 32 degrees 42 minutes 53 seconds West 34.44 foot to a point; thence South 01 degrees 29 minutes 46 seconds East 260.46 feet; thence South 88 degrees 30 minutes 12 seconds West 8.94 feet; thence South 01degree 31minutes 13 sea:mds East 59.61feet to the c;tpproxlmate centerline of the McGrandy Drain, thence North 87 degrees 39 minutes 05 seconds West 71.63 feet; thence North 68 degrees 30 minutes 01seconds West 120.00 feet; thence South 01degree 31minutes 13 seconds East 596.41 feet to a point on the South line of Section 15; thence East 618.60 feet along the said South line of Section 15 to the Point of Beginning. r.: 2 of2 |
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EXHIBIT A-18 TA Sawyer 6 I 00 Sawyer Road Smvyer, Ml PARCELl: lots 56, 57, 58,59 and part of Lot 55, and vacated alley,Tatro's Addition to Sawyer, Chikaming Township, Berrien County,Michigan, according to the Plat thereof,recorded May 26, 1909 in Book 4 of Plats 1 page SO,described as follows, to·wit: - Commencing at the Northwest comer of said lot 59; thence South 238.00 feet; thence East 152.00 feet, to the West.side of Tatro Avenue; thence North 238.00 feet; thence West 152.00 feet to the place of beginning. PARCEL2: That part of the East Half of the Northwest Quarter of Section 11, Township 7 South,Range 20 west,Chikamlng Township,Berrien County, Michigan.described .as follows, to-wit: - All that part of Tract A lying Easterly of a line 150.00 feet Easterly of (measured at right angles)and'parallel to a line described as follows: -Commencing at a point on the North fine of said Section 11, whidl is North 8'9 degrees 30minutes 07.5 seconds West 404.92 feet, From the North Quarter corner of said Section 11; thence Southerly, along the are of a 3819.83 foot radius curve to the left (chord bearing South 14 degrees 08 minutes 54.5 seconds West) 94<>.48 feet to the point of tangency; thence South 00 degrees 34 lllinutes 52.5 seconds West,1200.00 feet to a point of ending. TRACT A: That part of the East Half of the East Half of the Northwest Quarter of said Section 11,described as follows,to-wit: - Commendng 330.05 feet West of the North Quarter post of said Section 11; thence West 1 along said Section line, 334.00 feet to tile Northwest comer of said East Half of the East Half; thence South 0 degrees 05 minutes East, along the West line of said East Half of the East Half, 2049.30 feet to the North line of the Pere Marquette Railroad Company's right-of way; thence Northeasterly, along said right-of-way line, a chord distance of North 63 degrees 34 minutes East 3n.73 feet to a point that is 334.00 feet East of said West line; thence North 0 degrees OS minutes West, 1883.40 feet to the place of beginning; EXCEPTING THEREFROM Commencing 330.50 feet West and 357.40 feet South o degrees 05' East from the North Quarter post of said Section 11; thence South 0 degrees OS minutes East 16.00 feetj thence West 190,00 feet; thence North 0 degrees 05 minutes West 16.00 feet; thence East 190.00 feet to tfle place of beginning. PARCELJ: That part of the East Half of the Northwest Quarter qf said Section 11, described as follows, to-wit: - Commendng at the North Quarter post of sald Section 11; thence West,along the Section line, 250.22 feeti thence around a 3669.71foot radius curve to the left, a chord distance of South 10 degrees 59 minutes West 417.53 feet; thence South 0 degrees 02 minutes East, along a line that Is parallel to and 334.00 feet East of the West line of the East Half of the East Half of the Northwest Quarter of said Section 11, 1474.88 feet to the Nortnline of the Chesapeake and Ohio Railroad right-of-way; thence Northeasterly, along the North line of said right-of-way,to the intersection of the North line of said right-of-way and the East line of the Northwest Quarter of said Section 11; thence North 0 degrees OS minutes West, along the East line of said Northwest Quarter, to the place of beginning. PARCEL4: lots 7, 89 1 10 and 13 to 54 induslve, and the South 10 feet of lot 55, Tatro's Addition to Sawyer,Chik.aming Township, Berrien County, Michigan, according to the Plat thereof, recorded May 26, 1909 in Book 4 of Plats, page 50. PARCELS: That part of the Southwest Quarter of the Northwest Quarter of Section 12, Township 7 South,Range 20 West, Chikamlng Township, Berrien Countyr Michigan1 described as follows, to-wit: - Commencing 1443.70 feet South of the Northwest corner of said Section 12;thence North 69 degrees 33 minutes East 200.00 feet; thence South 54.00 feet;. thence South 89 degrees 33 minutes West 200.00 feet, to the West line of said Section 12; thence North, along said West line, 54.00 feet to the place of beginning. 1 of2 |
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Also descr1bed as follows: - lots 29 to 59 indusive,and vacated alley lying North of Lot 56, Tatro's Addition to Sawyer, Chlkaming Township,Berrien County, Michigan,according to the Plat thereof, recorded May 26, 1909 in Book 4 of Plats, page 50, and part of the East Half of the Northwest Quarter of said Section 11, all described as follows, to-wit: - Commendng at the North Quarter comer of said Section 11; thence West on the North line of said Section 11, 250.22 feet to the Easterly right of way line of Highway I-94; thence Southerly 905.43 feet, on a 3669.83 foot radius curve to tlle lett whose chord bears South 7 degrees 09 minutes OS seconds West 903.14 feet; thence South 0 degrees OS minutes 00 seconds West. on said Easterly right of way line, 1006.97 feet to the Northerly light of way line of the CSX Railroad (formerly Chesapeake and Ohio Railroad); thence Northeasterly 435.69 feet on said NortherJy right of way line on a 2889.42 foot radius curve to the left whose chord bears North 57 degrees OS minutes 56 seconds East 435.26 feet; thence Northeasterly 195.96 feet,on said Northerly right of way line on a 2889.42 foot radius curve to the left whose chord bears North 50 degrees 50 minutes 10 seconds East 195.92 feet; thence North 0 degrees 02 minutes 26 seconds West (platted North) 1509.91feet; thence West 152.00 feet; thence North 0 degrees 02 minutes 26 seconds West 33.00 feet to the place of beginning. Also lots 7, 8,9,10 and 13 to 28 indusive, Tatro's Addition to Sawyer,being a Subdivision in Section 11,Township 7 South,Range 20 West, Chikaming Township,Berrien County,Michigan, according to the Plat thereof,recorded May 26, 1909 In Book 4 of Plats, page 50. And Also that part of the Southwest Quarter of the Northwest Quarter of Section 12, Township 7 South, Range 20 West, Chlkaming Township, Berrien COunty,Michigan, described as follows, to-wit: Commencing at a point on the West line osaid Section 12, 1443.70 feet South 0 degrees 12 minutes 18 seconds East (deeded South) of t:ne Northwest comer of said Section 12;thence North 89 degrees 20 mlnutes 42 seconds East (deeded North $9 degrees.33 minutes East) 200.00 feet; thence South 0 degrees 12 minutes 18 seconds East (deeded South) 54.00 feet; thence South 89 degrees 20 minutes tt2 seconds West (deeded South 89 degrees 33 minutes West) 200.00 feet to the West line of said SectJon 12; thence North 0 degrees 12 minutes 18 seconds W(deeded North), on said West line, 54.00 feet to the place of beginning. 2 of2 |
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EXHIBIT A-19 TA Matthe\vs 854 State l-Iighway 80, R.R. # 1 Matthews. J\110 TRAIT #1: A TRACT OF LAND SITUATED IN LOT 2 OF THE NORTl1WEST QUARTER {NWV4) OF SECT10N 3, TOWNSHIP 24 NORTH, RANGE 14 EAST, SEE PAGE 197 OF ACREAGE PLAT BOOK NO.2, NEW MADRID COUNTY SURVEYORS' RECORDS, TO-WIT: BEGINNING AT A POINT ON lliE HALF LOT UNE NO.2 THEREIN DISTANT NORTH oo 30' EAST 161 1 FEET FROM THE CENTER OF TiiE NORlliWEST QUARTER (NWV4) OF SECTION 3,TOWNSHIP 24 NORTli,RANGE 14 EAST,THENCE RUNNING IN A COURSE SOUTH 890 07' 34" WEST,1006.25 FfETTO niE EAST RIGifT-QF-WAY LINE, I-55 AND ROUTE 80 INTERCHANGE, THENCE RUNNING IN A COURSE NORTH 100 32' 34" EAST, 509,85 FEET AlONG EAST RIGHT-OF-WAY UNE, lliENCE RUNNING IN A COURSE NORTH 24° 01' 34" EAST 617 FEET TO THE SOUTH RIGHT-QF-WAY UNE OF ROUTE 80, THENCE RUNNING IN A COURSE NORTii 84° 00' 34" EAST, 878 FEET ALONG OUTH RIGHT-OF-WAY LINE OF ROlJTE 80, THENCE RUNNING IN A COURSE NORTH 0° 43' 26" WEST 25 FEET,THENCE RUNNING IN A COURSE NORTH 89°16' 34" EAST, 199.5 FEET TO EAST P/l,THENCE RUNNING IN A COURSE SOUTH 0° 30' WEST 365 FEET ALONG EAST P/L,THENCE RUNNING IN A COURSE SOUTH 26° 48' WEST 902.8 FEET ALONG EASTERLY P/L TO THE POINT OF BEGINNING. TRACT# 2: TOGETHER WITH AN EASEMENT TWENTY {20) FEET WIDE ADJOINING AND IMMEDIATELY TO rnE SOtmi OF THE RIGHT OF WAY LINE OF THE STATE HIGHWAY 80, BEGINNING AT THE INTERSECflON OF THE EAST SIDE OF THE ABOVE DESCRIBED PROPERlY (TRACT#1), AND THE SOlJTli RIGHT OF WAY UNE OF STATE HIGHWAY 80, THENCE IN AN EASTERLY DIRECflON TO THE STJOHN'S DRAINAGE DITCH, LOCATED ON THE NORTH RALF (N1h) OF SECTION 3, TOWNSHIP 24 NORTH,RANGE 14 EASf, FOR THE PURPOSE OF INSTALLATION AND MAINTENANCE OF AN EIGHT (8) INCH EFFLUENT UNES. lAND ARE ALSO DESCRIBED AS FOLLOWS: THAT PART OF THE WEST 1f2 OF LOT NO. 2 OF THE NORTHWEST QUARTER, AND THAT PART OF THE EAST lh OF lOT NO. 2 OF THE NORTHWEST QUARTER, All BEING IN SECTION 3, TOWNSHIP 2'1 NORTH1 RANGE 14 EAST OF THE AFTH PRINOPAL MERIDIAN, IN 11-lE COUNlY OF NEW MADRID, STATE OF MISSOURI, DESCRIBED AS fOLLOWS: l of2 |
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COMMENCE AT lliE SOUTHWEST CORNER OF THE EAST 112 OF THE NORTliWEST QUARTER (1/4) OF SAID SECTION NO.3, THENCE NORTH 0°30'00" EAST, 161.0 FEET, TO A FOUND 11/4 DIA. IRON PIPE, MARKING THE PLACE OF BEGINNING; 11-fENCE SOUTH 89°04'10" WEST, 1005.61 FEET, (TiiE RECORD CAU ALONG SAID UNE BEING SOUTH 89007'34" WEST, 1006.25 FEET), TO A POINT ON THE EASTERN RIGHT OF WAY UNE OF INTERSTATE HIGHWAY "551f, SAID POINT NOW MARKED BY A SET l/2" OIA. IRON ROD WITH PlASllC CAP, AND SAID POINT BEING AT INTERSTATE "55" STATION 417+00 1 AND 170.00 FEET RIGHT OF CENTERLINE, wmt THE CENTERUNE BEARING OF SAID INTERSTATE AT THIS POINT BEING NORTH 0°52'26" WEST,·TifENCE ALONG THE EASTERN RIGHT OF WAY OF SAID INTERSTATE,NORTH 10026'10" EAST, 509.90 FEET,(11-IE RECORD CAU. ALONG SAID UNE BEING NORTH 10°32'34" EAST, 509.85 FEET),TO A POINT WHICH IS 270 FEET,NORMAL AND OPPOSIT£ TO INTERSTATE CENTERUNE STATION 412+00, AND SAID POINT BEING WITNESSED BY A METAL MISSOURI STATE HIGHWAY AND TRANSPORTATION DEPARTMENT RIGHT OF WAY MARKER,WHICH BEARS NOR1ll 89°oi'34" EAST,0.42 FEET FROM THE TRUE CORNER,THENCE CONTINUING ALONG SAID EAST RIGHT OF WAY UNE, NORTH 23°59'22" EAST,617.43 FEET,(THE RECORD CALL ALONG SAID UNE BEING NORTH 24°01'22" EAST, 617.0 FEET),TO THE lNTERSEcnON OF THE EAST RIGHT OF WAY UNE OF SAID INTERSTATE "55", AND THE SOUTH UNE Of MISSOURI STATE ROUTE "BOu, SAID POINT BEING 529.60 FEET NORMAL AND OPPOSITE TO INTERSTATE STATION 405+39.8,AND BEING 140 FEET NORMAl AND OPPOSITE TO MISSOURI STATE ROlJTE "SO" STATION 87+25, AND SAID POINT BEING WITNESSED BY A ME:TAL MISSOURISfATE HIGHWAY AND TRANSPORTATION DEPARTMENT RIGHT OF WAY MARKER, WHICH BEARS SOUTH 31°06'56" EAST, 0;49 FEET,FROM THE lRUE CORNER,THENCE AlONG llfE SOU111 RIGHT OF WAY UNE OF SAID ROUTE "80",NORTH 83055'44" EAST,877.75. FEET,(THE RECORD CALL ALONG SAID UNE BEARS NORnl 84°00'34" EAST, 878.0 FEET), TO A METAL MISSOURI STATE HIGHWAY AND TRANSPORTATION DEPARTMENT RIGHT OF WAY MARKER, BEING 60 FEET OPPOSITE AND NORMAL TO ROUTE "80" STATION 96+00,THENCE NORTH 00°43'26" EAST, 25.00 FEET, TO A POINT NOW MARKED BY A SET 1/2" DIA.IRON ROO WITH PLASTIC CAP, SAID POINT BEING 25.00 OPPOSITE AND NORMAL TO ROtm: "80" STATION 96+00, THENCE CONTINUING ALONG THE SOLJTli RIGHT OF WAY UNE OF SAID ROliTE nBO", NORTH 890l6'34H EAST, 199.50 FEET1 TO A POINT NOW MARKED BY A SEf 1/Zw DIA. IRON ROD WITH A PLASTIC CAP, THENCE LEAVING SAID SOU'Tli RIGHT OF WAY LINE, SOUTH 00°30'00" WEST,365.00 FEET, TO A POINT NOW MARKED BY A SET 1/2" DIA.IRON ROD-WITH A PLASTIC CAP,THENCE SOlJfH 26049'00" WEST, 901.55 FEET, (THE RECORD CALL ALONG SAID UNE BEING SOUTH 26°48' WEST, 902.80 FEET),TO THE PtACE OF BEGINNING AND CONTAINING 28.574 ACRES (REC. DEED IN BOOK 267, PAGE 228,NEW MADRID COUNTY LAND RECORDS CALLS 29.48 ACRES),MORE OR L£55, AS SHOWN ON THE ACCOMPANYING PLAT. 2 of2 |
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EXHIBIT A-20 TA tvlill City 6000 E. Frontage Road Mill City. NY Parcel 1 A rct31 of land lying In Jof:l 3.TOWhahlp $3 North, Range 35· st; M:o.s.&M., and being m re Part\ct!larty dasciib® s folloWs: . . · · · Begltmlhg at the West !4 CIOtnet of said.Secfl(ln 33j the TRU.E POINT OF BEGINNING; THENCE N 00°58'41" W, 1,589.35' i·th est boundary of Sect!on 3j to the Eastem right of way Una of the Southern Pacific Railroad;:· · · TiiENCt N ?2°09'22" E;, 1,167.39' along th.;l SoUthern Pacific Railroad right of way to the.North boundary or Section 33; ' ...: tHENCE S 88"45'40" E, 1,602.98' along the North boundary of Section 33 along the North boundary of SecUon 33 to the WeGtem rlgh\ of way line of FE 416; THENCE S 19°26'45" W, 1,180.97' along trle Western right of way fine ofF415;· THENCE CONTlNUING along FE 415 S 23°39'26" W,548.48'; THENCE CONTINUING along FE 415 S 66°20'3411 E,82.0'; THENCE CONTINUING along FE 415 S 23°43'46" W, 1,003.98'; TifENCE CONTINUING along FE 415 on a curve to the rlght 1,602.04', said curve having a central angle of 9°14'04" a radius of 9,940' and a tangent bearing of S 29 6'38° W: THENCE S 89°59'05" W, 177.44' to the West boundary of Section 33; THENCE N ooaooa55' W, 1,276.07' to the TRUE POINT OF BEGINNING. The above metes and bounds description appeared previously In that cartaln document recorded December 8, 19981n Book 336, Page 515 as File No. 221179, in the office of the County Recorder of Humboldt County, Nevada. EXCEPTING THEREFROM that portlon thereof lying wtthin the exterior boundaries of BURNS BROS SUBDIVISION, according to the map thereof fUed In the office of the County Recorder of Pershing County, State of Nevada an February 22, 1969, In Pocket 2, Folder 5 of Maps, as Document No. 129815. · ....,. . .,' :.· ·p .Q'Et'l-' .'f;' : ;;, !; . , ln 81<>$ A aild LOTS I through 13, inclusive , in Block B, of Blffi:'lS BRO .·in<lll5ive 1 :.$ RThiJ ON tding -the 0ffieither-eof;·IDed in thOffice of the County Recorder of PeesCount; ·: S#t(q·;t,:0ti:Febrtuu:y 22, 19"S9, in Pocket Folder 5 of Maps, as Document No. 129815. |
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... . J' . s d:fdi: tlwesfe!rly rig}\Hlf-9.-ay ofilritet's'Ult1!.'Ro&te:: . :;=. :i...::--. t:_l· - ; ..... - ;·;··: ··:.it. ; · :-f : . Cj-.£s-o- !-r $i.4.ff. ·.:. : . - . whlc:Ms oin'cidt with f!ll! North section·Itne ofsaicf S(:33 a t1fdc:... }r: -:' \? 1!f r. - :: : j' :--. . - i; \' - { #f.ci;·1 i't: ?. . dt.:f.i'@it-ot"-y,:litle-oflli1mtP.te Rome au, the foUowing thr(3) COlliS andlstutc.es: ::_{-(::: 4f;? 7 1rt" - - -:·:· : l .9J f :_:_:\:-).i f-*hl -heat. · e desc.ribea tourse, CUl"'oing to the right vdth a radius of 2.915 feet, throu_gh an..angle . ·· ,_.:9.t4i f :.: :z -a'l? arc ciist.ttJce-of&J 6':9':1 :focr, · -, .-. ..-)·::_;s1-j'!{:'J1 4.S.' W:. - 345.09 few poinf of btginni.ng:sll.id parcel cou2ic.s an area of 3.13 aqcs (136,2S6 . eT. mote.or:Jen. · · ... e; .ove t;l s r1J;_ed.p:arc.el·shave:alicess fu.aod to Interstate Route 80 (Project I-080-2 \8) 140 ). Subjectt.o any and ·.: · ..illg l:lfiJities, wh er of.record·or not .,·.:·. ·.... c |
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EXHIBIT A-21 ·1·/\ Paulsboro l-295 F:xit l R Berkcly Paulsboro. NJ ..·; '\c?.4... : ALL that certain lot, parcel or tract of land, situate and lying in the _Township of Greenwich and the Township of East Greenwich, County of Gloucester, State of New Jersey, and being more particularly described as follows: BEGINNING at a point in the southerly line of Berkley Road as widened to 37 feet from the original center line thereof, corner to lands of Mt. Royal Plaza, Inc. and extending from aforesaid beginning point; THENCE along said lands South 25 degrees 41 minutes 40 seconds West, 165.00 feet; THENCE along same, South 61 degrees 18 minutes 20 seconds East, 46.91 feet; THENCE still along lands of Mt. Royal Plaza, Inc. and the easterly line of a fifty foot wide access easement, known s Borelli Boulevard, South 40 degrees 33 minutes 40 seconds West, 925.65 feet to an angle point therein and corner to lands now or formerly Yuri Kupennan (lot 3.03, Block 219 on Tax Map); THENCE along said lands and crossing Borelli Boulevard, North 26 degrees 04 minutes 04 seconds West, 219.99 feet; THENCE still along lands of Kuperman, South 64 degrees 39 minutes 56 seconds West, 312.75 feet to a point in line of lands now orformerly.of William c. Marke, Jr. (Lot 3.04, Block 219); THENCE along lands of Marks, North 24 degrees 14 minutes 30 seconds West 188.99 feet; THENCE still along said lines, South 65 degrees 45 minutes 30 seconds West 400.00 feet to a point in the easterly line of Dominick Lane (50 feet wide); THENCE along said easterly line, North 24 degrees 14 minutes 30 seconds West, 277.34 feet; THENCE along the northerly line of Erhardt Drive (50 feet wide), South 65 degrees 45 minutes 30 seconds West, 336.57 feet to a corner of lands now or formerly Roy E. Scott (Lot 2, Block 217 Tax Map); THENCE along lands of Scott, North 34 degrees 38 minutes 50 seconds West 341 92 feet to a point in the southerly line of Interstate Route 295; |
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THENCE along said southerly line curving to the left in a northeasterly direction, a distance of 1141.55 feet measured along the arc of circular curve of radius 20,125 feet (the chord of said arc being North 66 degrees 29 minutes 45 seconds East, 1141.40 feet); THENCE along the southerly line of an exit ramp from Route 295, North 79 degrees 37 minutes 19 seconds East, 125.79 feet; THENCE along same, South 72 degrees 20 minutes 51 seconds East 232.32 feet; THtNCE still along the southerly line, North 71 degrees 53 minutes 34 seconds East 164.39 feet to a comer of lands now or formerly Wendy's Old Fashioned Hamburgers of New York, Inc.; THENCE along lands of Wendis, South 18 degrees 06 minutes 26 seconds East, 145.75 feet; THENCE along said lands, North 71 degrees 53 minutes 34 seconds East, 66.68 feet to a point of curvature; THENCE curving to the right in a northeasterly direction, a distance of 39.58 feet, measured along the arc of a circular curve of radius 73 feet (the chord of said arc being North 87 degrees 27 minutes 28 seconds East, 39.10 feet) to a point of tangency; THENCE still along lands of Wendy's South 77 degrees 02 minutes 37 seconds East, 219.16 feet; THENCE still along said lands, North 14 degrees 11 minutes 35 seconds East, 172.79 feet to a point in the southerly line of Berkley.Road; THENCE parallel with and 37 feet South of the original line of Berkley Road when measured at right angles thereto, South 64 degrees 18 minutes 20 seconds East. 129.28 feet to the point of BEGINNING. BEING Block 191, Lots 1 and 3 on tax map Township of Greenwich and Block 217, Lot 3.01 and Btock 219, Lots 3.0t 3.02, 3.05, and 16 on tax map Township of East Greenwich, County of Gloucester and State of New Jersey. EXCEPTING THEREOUT AND THEREFROM Parcel 91A comprising 0.057 acres, more or less, conveyed to the State of New Jersey to alter the southerly |
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-! line of Route 295. This parcel of land begins in Course # 11 of above described premises and crosses Lot 1, Block 191 to tenninate in course # 12. PARCEL 91A being described in particular as follows: BEGINNING at an angle point in the original right of way of Interstate 295 being located South 25 degrees 13 minutes 04 seconds East, 125.00 feet on a radial line from Station 408+00 as shown on the General Property ParcelMaps of Route 295 and extending from aforesaid beginning point; THENCE along said original right of way line, North 79 degrees 37 minutes 19 seconds East, 125.79 feet; THENCE along same, South 72 degrees 20 minutes 51 seconds East, 48.10 feet; THENCE crossing lands of Travel Centers of America, Inc., South 84 degrees 19 minutes 51 seconds West, 134.38 feet; THENCE still crossing said lands, South 76 degrees 04 minutes 32 seconds West, 102.64 feet to a point in the existing southerly line of Route 295; THENCE along said line curving to the left in a northeasterly direction a distance of 70.44 feet measured along the arc of a circular curve of radius 20,125 feet (the chord of said arc being North 64 degrees 52 minutes 57 seconds East, 70.44 feet to the point of BEGINNING. BEING part of Lot 1, Block 191 on tax map Township of Greenwich, County of Gloucester, and State of New Jersey. BEING NOW KNOWN as Block 191, Part of Lot 1 and all of Lot 3 on tax map Township of Greenwich and Block 217, Lot 3.01 and Block 219, Lots 3.01, 3.02, 3.05 and 16 on tax map Township of East Greenwich, County of Gloucester and State of New Jersey. |
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EXHIBIT A-22 TA Moriarty 1700 U.S. Route 66 \Vest lvloriarty. NM Torrance ·cOunty Property: Bates Lease Parcel Being all that certain tract of land which Is a portlor) of the Fl. BATES ESTATE1 as the same is shown and designated on the plat thereof, filed in the records of the Office of the County Oerk of Torrance County 1 New Mexico, on Book. A 2, Page 100, and being all of lots 3, 4 and 5, and a portion of lot 6, and also an unplatted April 15, 1976,In . portion of land of Olar1es Bates1 an as shown on the above mentioned lands of FL. Bates Estates, and belng more particularly desciibed as follows: BE;GlNNING at the northwest comer of the tract herein desaibed, which Is the northwest oorner of said lot 5; Thence, s. 43° 46' 17" E., a distance of 2435 feet; Thence, 5. 38° 45' 5tt" E., a distance of 326.90 feet; . Thence, following a curve to the lett whose radius Is 225.00 feet and having a central angle of 99° 48' 391.93 feet; 1hence, s. 63°44' 17" E., a distance of 496.10 feet; Thence, s. 26° 15' 43" W., a distance of 62032 feet; 14", an arc distance of · Thence, Due West, a distance of 645.79 feet; . Thence, N. ooo 05' 04" W., a distance of li3<1.28 feet tu the pofnt of beginning. Pachta Lease Parcel Lot numbered Two (2) as shown on plat of division of land of F.L. Bates Estate,filed April 15, 1976 on Page 100, Book A-2, of the records of the Office of the County derk of Torrance County, New Mexico. Said property is located in Sec. 14, T.9N., R.SE., N.M.P.M., Oty of Moriarty, County of Torrance,State of New Mexico. McComb Lease Parcel Lot numbered One (1) as shown on plat of division of land of F.L. Bates Estate, filed AprillS, 1976 on Page 100, Book A-2,of the records of the Office of the County Clerk of Torrance County, New Mexico. Said property Is located in Sec. 14, T.9N., ltBE., N.M.P.M.,Oty of Moriarty, County of Torrance, State of New Mexico. AND A portion of Lot numbered Six (6) as shown on plat of division of land of FL Bates Estate, med April 15, 1976 on Page 100, Book A-2,of the reoords of the Office of the County Oerk of Torrance Count'yr New Mexico. Said property Is located in Sec. 14, T.9N., R.BE., N.M.P.M., Oty of Moriarty,County of Torrance, State of New Mexico and more particularly described as follows; BEGINNING at the northwest oorner of the tract herein desaibed, which Is the Southwest corner of lot 2 as shown on plat of division of land of f.L Bates Estate, filed April 15,1976 on Page 100,Book A-2, of the records of the Office of the County aerk of Torrance Countv. New Mexlm. s lrl nrnnl3rtv te located in Sec. 14,T.9N.,R.SE., N.M.P.M.,Oty of Moriarty, County of Torrance,State of New Mexico; Thence, 5.63° 44' 17" E. 1 a distance of 397.65 feet; Thence, s. 00° 39' 18" E.,a distance of 380.36 feet; Thence, Due West, a distance of 635.43 feet; Thence, N. 25° 15'43" E., a distance of 620.32 feet to the point of beginning. I of2 |
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Exhibit A Legal Description (continued) - SURVEYED DESCRIPTION: A certain tract of land situate within Section-14,Township 9 North, Range 8 EQst,N.M.P.M.,Torrance Co!Jnty, New Mexico, and being all of Lots 1, 2, 3, 4, 5, an unplatted portlon of Land of Olarles R. Bates and a portion of Lot 6,all as shown·an the Division of Lands of ltL Bai:es Estates as the same Is shown and designated on the plat thereof, flied In the records of the omce of the county aerk of Torrance County,-ew Mexico, on Aprll15, 1976, inA-2, Page 100, and belng more partirular1y descr1bed as follows: BEGINNING at the oorthwest corner of the tract herein described,whldlls the northwest comer of lot 5,from which point a brass cap set ft concrete at the Intersection of the Westerly rlght of way of Green Road and the SOutherly right of way of Old U.S. Highway 66 bears N 61' 13' san W, a distance of 73.33 feet; Thence, rrom said point of beginning, Thence, 566° 05' 47" E, a distance of 24.87 feet; Thence, 5 38° 36' 2r E, a distance of 326.31 feet to a point of curvature; Thence, 385.16 feet along the arc of a wrve to the left, said curve having a radius of 225.00 feet, a delta of 98° 04'45", and a chord which bears 587g 37' 56" E, a distance of 339.82 feet; Thence, 5 63° 43' 53" E, a distance of 792.21 fuet.to the Northeast comer of the tract herein described; Them:, S 00° 36' 54" E, a distance of 604.66 feet to the Southeast comer of the tract herein described; lOence, N 89° 59' 49" W, a distance of 1281.44 feet to the Southwest rorner of the tract herein descrlbedi Thence, N 00° 04' 40" w, a distance of 1234.28 feet to the Northwest corner and point of beginning. 2of2 |
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EXHIBIT A-23 ., /\ f'vfaybrook 1 :?5 t'-kl..'lytown Road :vlontgomcry (\'faybrook). NY Legal Description AllTHAT CERTAIN PLOT,PIECE OR PARCEL OF LAND situate, lying and being in the Town of Montgomery, Orange County,New York, and-more partlOJiarty bounded and described as follows: Commendng at a point in the westerly side of Neelytown Road (as presently lotated), said point being marked by a monument,and; Running thence North B5° 11' 26" West,a distance of 6.27 feet to the wester1y Jlne of Neelytown Road (as widened) and the point of beginning; Thence along the westerly line of Neelytown Road (as widened) the following courses and distances: South 07° 30' 00" Westr a distance of 193.75 feet; thence On a curve to the right having a radius of 475.00 feet, an arc distance of 252.78 feet; thence On a curve to the right having a radius of 953.05 feet, an arc distance of 153.86 feet; thence South 47° 14' 30" West, a distance of 168.00 feet to lands now or formerly of Weinberg; thence Along lands now or formerly of Weinberg, North 69° 25' 07" West, a distance of 488.50 feet; thence . Along lands now or formerly of Weinberg and alor-v;} lands now or formerly of Tweedle and along a fence, North 02° 02' 00" West, a distance of 666.00 feet to the southeasterly line of Interstate Route 84; thence Along the southeasterly line of fnte Route 84 and through a monument, North sga 44' 20" East, a distance of 953.30 feet to a monument; tflence South 11o 53' 44" West, a distance of 236.35 feet to a monument; thence South 21o 26' 53" East,a distance of 1S0.22 feet to a monument;thence South 03° 34' 11" West, a distance of 265.60 feet; thence South 85° 11' 26" East,a distance of 34.09 feet to the pPlnt of beginning. Excepting therefrom, ALL THAT TRAer OR PARCEl OF LAND situate, lying and being in the Town of Montgomery, COunty of Orange and State of New Yoric: Commendng at a point In the westerly side of Neelytown Road, at Its Intersection with the boundary line of lands now or focmerly of the People of the Smte of New York; and Running thence North 03° 3<t' 11" East a distance of 60.00 feet to the paint of beginning; J of4 |
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Thence running through lands now or formerly of Truckstops COrp. of Ameri<:a, the following courses and distances: North 86° 25' 49" West, a distance of 28.00 feet; thence Still through same, North 03° 34' 11"' East, a distance of 4{).00 feet; thence Still thrtlugh·same, Sottth 86° 25' 49" East, a distance of 28.00 feet to lands now or formerly of the People of the State of New YorK; thence Along the westerly line of County Route 99,a distance of 40.00 feet to the point or place of beginning. Excepting therefrom, All THAT PIECE OR PARCEL Of lAND situate, lying and being In the Town of Montgomery, County of Orange,State of New Yobeing designatEd as Parcel C on a map entitled, "Lot Une Change Plan lands of Robert K. & Dorothy L. Tweedle and Maybrook Realty, Inc. nI dated October 20, 1995, revised March 29, 1996 and filed In the Orange County aerk's Office, June 17, 1996 as Map No. 116·96,·belng more partiOJiarly bounded and described as follows: Beginning at a point in the nOJthwesterly line of the existing Neelytown Road, a/k/a County Road No. 99, said point being on the qivision line between the lands now or formerly of Blue Beacon of ·Montgomery on the south and Parcel C herein described on the north; Thence afong the last mentioned division line,North 67° 39' 43" West 467.28 feet to a point on the division line between the Individual lands now or fonnerty of Blue Beacon of Montgomery and Parcel A of the above mentioned filed map,lands now or formerly of Tweedle, respectively, on the west, and Parcel C herein descrfbed on the east; Thence along the last men.tioned division line, North 00° 16' 36" West 146.60 feet to a point on the division line between Parcel B,of the above mentioned filed map, lands now or formerly of Maybrook Realty,lnc., on the northeast and north and Parcel C herein described on the southwest and south; Thence,along the.l!=lst mentioned division line the following four (4) courses: 1. South 35° 39' 43" East 120.88 feet; 2. On a OJrve to the left having a radius of 140.00 feet and an arc length of 78.19 feet; 3. South 67° 39' 43" East 324.49 feet, and; 4. On a curve to the left having a radius of 50.00 feet and an arc length of 64.10 feet to a point in the aforementioned northwesterly line of Neelytown Road,atk/a County Road No. 99; lhence along the last mentioned llne1 South 38° 52' <14" West 89.47 feet to the point or place of beginning. 2 of4 |
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PARCEl ll: Ai.L THAT O:RTAIN PlOT, PIECE OR PARCEL OF LANO, situate,lying and being in tfle Town of Montgomery,Orange County 1 New York and more partkularty bounded and desa1bed as follows: Commendng at a point in the westerty side of Neelytawn Road (as presently located), said paint being marked by a monument, and; · Running thence North 85° 111 26" West, a dist!nce of 6.27 feet to the westeny line of Neelytown Road (as widened}; Thence alorig lands of The People of the State of New York, North ssa 11' 26 West, a distance of 34.09 feetr Thence afong the same, North 03° 34' 11" East, a distance of 285.60 feet to a monument and the point of beginning; Thence through lands now or former1y of Truckstops Corp. of America, the following courses and distances: North 21o 26' 53" West1 a distance of 150.22 feet to a monument; thence North 11o 53' 44" East, a distance of 236.35 feet to a monument; Thence along the lands of The People of the State of New York, the following courses and distances: North 59° 57 20" East, a distance of 166.62 feet to a monument; thence South 16° 53' 29" West, a distance of 475.01 feet to a monument and the point of beginning. And can further be described as: All ntAT CERTAIN PLOT,PIECE OR PARCa Of lAND situated In the Town of Montgomery,Orange County,New York,and m<?re particulariy bounded and deso1bed as follows: Beginning at a point; said point being South 16° 53' 29" West, a distance of 475!1feet from the intersection of the west line of Neelytown Road and the south line of New YoInterstate Route 64, said point also being a monument; Thence South 03° 34' 00" West for a distance of 285.60 feet along the westerly line of Neelytown Road to a point; Thence South 17° SO' 36 West for a dlstan<E of 253.47 feet continuing along the westerly line of Neelytown Road, to a polnti Thence South 26° 53' 59" West for a distance of 215.96 feet continuing along the westerly line of Neelytown Road to a point; Thence South 37° 07' 20" West for a distance of 174.70 feet continuing along the westeriy line of Neelytown Road to a pornt of curvej 3 of4 |
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Thence along a curve to the nght having a radius of .so.90 feet and an art length of 64.59 feet to the point of tangent; Thence North 69° 25' 06" West for a distance of 324.49 feet to a point of curve; Thence along a curve to the tight having a radius of 140.00 feet and an arc length of 78.19 feet to a point of tangent; Thence North 37° 25' or West for a distance of 120.88 feet to a point; inence North 02° 02' 01" West for a distance of 519.40 feet to a point on the south line of N.Y.S. Interstate Route 84; Thence North 59° 44' 20" East for a distance of 935.30 feet along the southcr1y line of N.Y.S. rnterstate Route 84 to an extsttng monument; Thence SOuth 11o 53' 44" West for a distance of 236.35 feet to a point; Thence South 21° 26' 53" East for a distance of 150.22 feet to the point and place of beginning. 4 of4 |
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EXHIBIT A-24 TA Dayton 6762 St. Rt. 127 Dayton (Eaton). Of-I Legal Description Located in Section 35, Town 9, Range 2 East 1 Monroe Township,Preble County, Ohio being all the land of BP OH Company1 an Ohio corporation as recorded In Deed Book 3611 Page 488 of the Deed Remrds of said County and being more partirularly described as surveyed by George N. Stephenson, Ohio Professional Surveyor No. 7264; Beginning at the Northwest corner of said Section 35: Thence along the North line of said Section 35 South Eighty-Nine degrees Sixteen minutes Twenty-Three seconds (89() 16' 23) East for one thousand ninety eight and 59/100 (1,098.69) fe.et to a P.K. naif set on the cente.rline of State Route 127 being the true point of beginning; Thence continuing with said North Section line of the South lines of land of the State of Ohio, Department of Highway Safety as recorded in Deed Book 247, Page 175 of the Deed Records of said County and land of Bessie L. Biot as recorded in Deed Book 366,Page 78 of the Deed Records of said County South Eighty-Nine degrees Sixteen minutes Twenty-Three seconds (89° 16' 23") East for one thousand four hundred ninety nine and 80/100 (1,499.80) feet to an "X" mark on a stone found; Thence with the West lines of land of Jamie & Douglas Holster as rerorded in Deed Book 330, Page 541of the Deed Records of said County and Armacost Motel,Inc. as recorded In Deed Book 325,Page 109 South Zero degrees Twenty minutes Forty-Seven seconds (00° 20' 47") West for two thousand six hundred forty four and 61/100 (2,644.61) feet to a P.K. nail set on the centerline of Price Road and the Soi.Jth line of the Northwest Quarter of said Section 35; Thence with said South line of the Northwest Quarter· North Eighty-Nine degrees seventeen minutes Forty-Nine seconds (89° 17' 49") West for Seven hundred Sixty-Eight and 36/100 (768.36) feet to a 5/8" Iron pin set on the North Une of Interstate 70 limited access right-of-way as recorded in Deed Book 361, Page 400 of the Deed Records of said County; Thence with said North line, on the following courses: North Seventy One degrees Zero minutes Thirty seconds (71a 00' 30") West for two hundred ten and 96/100 (210.96) feet to a 5/8" iron pin set; North Fifty-Eight degrees Forty-Two minutes Thirty seconds {SSO 42' 30") West for two hundred four and 08/100 (204.08) feet to a 5/8" iron pin set; North Forty degrees Thirty-Seven minutes Rfty Four seconds (40° 37' 54") West for one hundred ninety and 69/100 (190.69) feet to _a 5/8" Iron pin set; North Si><t.y-One degrees Rfty tv.to minutes Forty seconds (61() 52' 40 1 ) West for tv.lo hundred ' seventy and 72/100 (270.72) feet to a 5/8" Iron pin set; North Zero degrees fifty-Eight minutes Forty Seven seconds (OOQ 584r) East for four hundred seventy and 38/100 (470.38) feet to a 5/8" iron pin set; North Eighty Six degrees Forty-Two minutes Nineteen seconds (86° 42'19") West for ninety six and 85/100 (96.85) Feet to a P.K. nail set In the center1ine of Old State Route 127; Thence along said old centerfine, the East line of ATH Corporation as recorded In Deed Book 261, Page 247, the East line of H&W Development, as recorded ln Deed Book 357, Page 795, the East line _of carol cassel Badgley as recorded in Deed Book 268,Page 192, and the East line of Uoyd and Thelma Swihart as recorded in Deed Book 2.96 1 Page 854 of the Deed Remrds of said County for the following 3 courses: _ North Three degrees Fifty-Two minutes Forty-One seconds (03° 52' 41") East for two hundred . thirty one and 26/100 (231.26) feet to a P.K. nail set; 1 of5 |
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North Three degrees Thirty-Six minutes Forty-One seconds (03° 36' 41) East for one thousand four hundred sixty three and 73/100 (1,463.73) feet to a P.K. nail set; North Three degrees Fourteen minutes Forty-One seconds (03° 14' 41") East for thirty nine and 95/100 (39.95) feet to the true point of beginning rontaining 89.785 acres of land more or less subject to all legal highways, restrictions, easements,and agreements of record. The above described property Is the same as described in Rrst American TitJe Insurance Company Commitment No. 9-35634,dated Mart:hS, 1993. Also enrumbering the following desoibed land to the extent not lnduded In the aforedescribed land: Situated in the Township of Monroe,County of Preble and State of Ohio: In the Northwest Quarter of Section 35; T9; R2 E, and being all of the MabelSmith et al tract as reoorded in Deed Book 194,Page 134 on the Deed Records of said County and being more partirularly desa1bed as Follows: Commendng at a stone at the Northwest corner of Section 35;T9; R2 E; Thence 5 89° 16' 23" E with the North fine of said Section 1098.69 feet to a hinge nail at the Northwest corner of the MabeiSmlttltract and In the center of U.S. Route· 127,and the plare of beginning of the following described tract: Thence S 89° 16' 23" E contlnufng with said North section nne 1499.80 feet to a boulder, being also the Northeast corner of the Mabel Smith tract; Thence S 0° 20' 47" W with Mabel Smith's East line 2644.61 feet to a hinge nail at Mabel Smith's Southeast comer, said corner being also in the center of Price Road and in the South Une of said Northwest quarter section; Thence S 8911 17' 49" W with the South line of the Mabel Smlth tract and with the South line of said quarter section anet centerline of Price Road 1655.35 feet to Mabel Smith's Southwest comer and at the intersection of the South line of said quarter section and the centerline of Price Road with the centerline of U.S.Route 12.7; Thence N 2° 31' 11" E with t11e center-line of U.S. Route 127 a distance of 16.10 feet to a hinge N . Thence N 3° 52' 41" E continuing with said centerline 1129.07 feet to a hinge nail; Thence N 3° 36' 41" E continuing with said centerline 1463.73 feet to a hinge nail; Thence N 3° 14' 41'' E continuing with said center-line 39.96 feet to the place of beginning, containing 95.699 acres more or less. Less and except that portJon of the above desoibed premises appropriated by the State of Ohio on May 15, 1963, for permanent easement and public highway premiseS,and more partlrularly described as follows: Situated in the Township of Monroe, County of Preble, State of Ohio; And Beginning at the Northeast comer of Section 35; Thence South 01degree 08 minutes 41 seconds West along the East line of SectJon 35, a distance of 2667.05 feet to a point In the present southerly right of way line of Price Road and In the proposed northerly limited access right of way line of Interstate 70 (USR 40); 2 of5 |
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Thence North B9 degrees 17 minutes 29 seconds West along said southerty right of way line and northerly limited aa:ess right of way line, a distance of 1270.72 feet to a point; Thence North 89 degrees 16 minutes 03 seconds West along said southerly right of way line and northerly limited aa:ess right of way line,a distance of 1268.08 feet to a point; Thence North 89 degrees 17 minutes 14 seconds West along said southerly right of way line and northerly limited access right of way line a distance of 543.15 feet to a point; Thence North 86 degrees 30 minutes 51 seconds We5t along the proposed northerly limited access right of way line, a distance of 200.30 feet to a point; Thence North 71 degrees 00 minutes 30 seconds West along said northerly limited access right of way line, a distance of 26.49 feet to a point in the present centerline of right of way of Price Road, said point being 181.48 feet left of Station 532 plus 74.90 in the centerline of a survey made In 1961 for the Ohio Department of Highways of Interstate Route 70 (USR 40), In Preble County and also being the point of beginning of the parcelherein described; Thence North 89 degrees 17 minutes 14 seconds West along the present centerline of rtght of way of Price Road, a distance of 686.99 feet to a point in the present centerline of right of way of USR 127; Thence North 02 degrees 31minutes 41 seconds East along said centerline of right of way of USR 127,a distance of 16.10 feet to a point; Thence North 03 degrees 52 minutes 41 seconds East along said centerline of right of way of USR 127, a distance of 897.81 feet to a point; Thence South 86 degrees 42 minutes 19 seconds East, a distance of 96.85 feet to a point; Thence Soutn 00 degrees 58 minutes 47 seconds West, a distance of 470.38 feet to a point; Thence South 61degrees 52 minutes 40 seronds East, a distance of 270.72 feet to a point; Thence South 40 degrees 37 minutes 54 seconds East, a distance of 190.69 feet to a point; Thence South 58 degrees 42 minutes 30 seconds East, a dlstane of 204.08 feet to a point; Thence South 71 degrees 00 minutes 30 seconds East, a distance of 211.00 feet to the point of beginning containing 4.943 acres,more or less,exdusive of the present road which occupies 0.972 of an acre, more or less. Together with all rights or easements of access to or from said limited access highway, from or to the land of said persons abutting upon that portion of said limited (la:ess highway between the following points: From a point 76.00 feet right of centerline Station 11 plus 00 to a point 181.48 feet left of centerline Station 532 plus 74.90 and as shown by plans for said Improvement herein referred to. Parcel No. 86 {Highway) Perpetual Easement for Highway Purposes Beginning at the Northeast comer of Section 35; Thence South 01degree 08 minutes 41seconds West along the East line of Section 35,a distance of 2667.0S.feet to a point In the present southerty right of way line of Price Road and in the proposed northerly limited access right of way line of Interstate Route 70 (USR 40); 3 of5 |
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Thence North 89 d1:9rees 17 minutes 29 seconds West along said souther1y right of way line and northerly limited access right of way line,a distance of 1270.72 feet to a point; Thence North 89 degrees 16 minutes 03 semnds West along said southerly right of way line and northerly limited aa:ess right of way line,a distance of 1268.08 feet to a point; Thence North 89 degrees 17 minutes 14 seconds West along said southerly right of way line and northerfy limited access right of way line, a distance of 543.15 feet to a point; Thence North 86 degrees 30 minutes 51 sewnds West along the proposed northerly limited aa:ess right of way liner a distance of 200.30 feet to a point; Thence North 71degrees 00 minutes 30 seconds West along said nortflerty limited access right of way line,a distance of 26.49 feet to a point in the present centerline of right of way of Price Road, said point being 181.48 feet left of Station 532 plus 74.90 In the centerline of a survey made In 1961for the Ohio Department of Highways of Interstate Route 70 (USR 40),in Preble County and also being tile point of beginning of the parcel herein described; Thence North 71 degrees 00 minutes 30 seconds West along the proposed northerly limited aa:ess right of way line oflnterstate Route 70 (USR 40),a distance of 57.39 feet to a point; Thence North 25 degrees 04 mlnult!:) 56 semnds East, a distan-ce dt 28.87 feet to a point in a drcular rurve having a radius of 999.93 feet, said point being 45.00 feet right of Station 20 plus 00.48 In the proposed construction centerline of Price Road Relocation; Thence northwesterly rurving to tt'ae right along said circular OJrve,a distance of 806.51feet measured along the arc, said arc being subtende(f by a chord 784.82 feet Jn length bearing North 41 degrees 48 minutes 42 seconds West to a point, said point being 45.00 feet right of the point of curvature at Station 12 plus 30.27 In the proposed construction centerline of Price Road Relocat1on; Thence South 71 degrees 17 minutes 41seconds West, a distance of 5.00 feet to a point; Thence North 18 degrees 42 minutes 19 seconds West,a distance of 230.78 feet to a point; Thence North 50 degrees 15 minutes 02 seconds West,a distance of 110.30 feet to a point in the proposed norther1y limited access right of way !ine of Interstate Route 70 (USR 40); Thence North 86 degrees 2 minutes 19 seconds West along said northerly limited access right of way line,a distance or 96.85 feet to a point In the present centerline of right of way of USR 127; Thence North 03 degrees 52 minutes 41seconds East along said centerline of right of way of VSR 127, a distance of 231.74 feet to a point; Thence North 03 degrees 35 minutes 41 seconds East along said centerflne of right of way of USR 127,a distance of 868.26 feet to a point; Thence South 86 degrees 11 minutes 12 seconds East, a distance of 0.89 feet to a point at Station 22 plus 00.00 North in the proposed construction centerline of USR 127; Thence continuing South 86 degrees 11minutes 12 seoonds Eaa distance of 29.11feet to a point in the present easterly right of way line of USR 127; Thence South 05 degrees 14 minutes 50 seconds East, a distance of 202.5feet to a point; Thence South 00 degrees 08 minutes 38 seconds West, a distance of 761.58 feet to a point; Thence South 49 degrees 15 minutes 48 seronds East, a distance of 176.06 feet to a point; 4of5 |
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Thence South 18 degrees 42 minutes 19 seconds East,a distance of 297.56 feet to a point of tangency with a circular OJrve having a radius of 909.93 feet, said point being 45.00 feet left of the point of curvature at Station 12 plus 30.27 in the proposed construction centerline of Price Road Relocation; Thence curving to the left along said drcular OJrve,a distance of 1019.32 feet measured along the arc, said arc being subtended by a chord 966.85 feet in length bearing South SO degrees 47 minutes 50 seconds East to a point, said point being 45.00 feet left of Station 23 plus 00.00 in the proposed construction centerline of Price Road Relocation; Thence South 81degrees 38 minutes 13 sewnds East1 a distance of 246.96 feet to a point In the present northerly right of way line of Price Road; Thence South 00 degrees 42 minutes 11 seconds West,a distance of 17.77 feet to a point at Station 25 plus 50.00 In the proposed construction centerl ne of Price Road Relocation; Thence continuing SOuth 00 degrees 42 minutes 11 seconds West,a distance of 0.23 feet to a point in the present cent rfine of right of way of Price Road; Thence North 89 degrees 17 minutes 14 seconds West along said centerline of right of way of Pr1ce Road, a distance of 513.37 feet to the point of beginning containing 4.346 acres, more or less, exdusive of the present road which oa:upies 0.981 of an acre more or less. Engineer's Note; Area being conveyed after exceptions fur highway purposes 86.399 acres,more or Jess. 5 of:S |
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EXHIBIT A-25 TA Toledo _·.;.1 X::l I.ibbcv Road 1\ iT}'Shurg. OH Parcel I: Being a parcel of land In the Southeast Quarter {1/4) of Section 34,Town 7 North, Range 12 East,Lake Township,Wood County, Ohio, more fully described as follows: Comrnendng at a point In the North line of the Southeast Quarter (1/4) of Section 34 located Seventy·seven and Ninety Hundredths (77.90) feet East of the Northwest comer of the. said Southeast Quarter (1/4} of Section 34; Thence South Eighty-nine (89) degrees, Atty-one (51) minutes, Zero {00) seconds East along the said North line of the Southeast Quarter (1/4) of Section 34 a distance of Six Hundred and Zero_ Hundredths (600.00) feet to a point; Thence South forming an interior angle of Ninety (90) degrees,Nine (09} minutes on a line parallel with the we5t line of the said Southeast Quarter (1/4) of Section 34 a distance of Six Hundred and Zero Hundredths (600.00) feet to a point; Thence North Bghty-nine (89) degrees,Fifty-one (51) minutes West on a line parallel with the said North fine of the South st Quarter·(1/4) of Section 34 a distance of Six Hundred Seventy seven and Ninety Hundredths (6n.90) feet to the said West line of the Southeast Quarter (1/4) of Section 34; Thence North along the West line of the Southeast Quarter (1/4) of Section 34, said West line also being the East right of way.line of tile Toledo Expressway a distance of Three Hundred Eighty-nine and Eighty-fiVe Hundredths (389.85) feet to a point; Thence North Twenty (20) degrees, Eighteen (16} minutes, Twenty-seven (27) seconds East and continuing along the said Easterly right of way line of the Toledo Expressway a distance of Two Hundred Twenty-three and Ninety-one Hundredths (223.91} feet to the place of beginning. Subject to all legal highways. Parcel II: Being a parcel of land in the Southeast Quarter (1/4) of Section 34,Town 7 North,Range 12 East, lake Township, Wood County,Ohio, more fully desaibed as follows: Commencing at a point In the North line of the Southeast Quarter (1/4) of Section 34,said point being Six Hundred Seventy-seven and Ninety Hundredths (677.90) feet East of the Northwest comer of the SOUtheast quarter (1/4) of Section 34; Thence South Eighty-nine {89) degrees, Fitty-one {51} minutes East along the said North line of the Southeast Quarter (1/4) a distance of Two Hundred and Zero Hundredths (200.00) feet tu a point; Thence South on a line parallel to the West line of the Southeast Quarter (1/4} of Section 34 a distance of 8ght Hundred Eighty four and Twenty-two Hundredths (884.22) feet to a point; Thence North Eighty-nine (89) degrees1 Rfty-one (51) minutes West on a line parallel to the said North line of the Southeast Quarter (1/4) of Section 34 a distance of Eight Hundred Seventy seven and Ninety Hundredths (877.90) feet to the said West line of the Southeast Quarter (1/4) of Section 34; Thence North along the West line of the Southeast Quarter (1/4) of Section 34; said West line also being the East light of way line of the Toledo Expressway, a distance of Two Hundred Eighty-four and lWenty-t:wo Hundredths (284.22) feet to a point; Thence South Elghty-nlne (89) degrees,Fifty-one (51) minutes East on a line parallel to the said North line of the Southeast Quarter (1/4) of Section 34 a distance of Six Hundred Seventy-seven 1 of2 |
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and Ninety Hundredths (677.90) feet to a point; Thence North on a line parallel to the said West line of the Southeast Quarter (1/4) of Section 34 a distance of Six Hundred and Zero Hundredtlls (600.00) feet to the place of beginning. Subject to an legal highways. 2 of2 |
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EXHIBIT A-26 T A Oklahoma City East 801 South Council Road Oklahoma City, OK Tract I A part of the East Half (E/2) of the Northeast Quarter (NE/4} of Section Six (6)1 Township Eleven (11) North, Range Four (4) West, Indian Mertcftan, Oklahoma County, Oklahoma, more particularty described as foUows: Commendng at the Northeast Comer of said Northeast Quarter (NE/4); Thence South 00°33'55" East along the East tine of saki Northeast Quarter (NE/4) a distance of 2520.97 feet; · Thence South 89°26'05" West a distance of 65.00 feet to the Point or Place of Beginning, said point being the same as the Point of Beginning of tract described at Book 3270, page 341of Oklahoma COUnty Records; Thence South 00933'55" East a distance of 62,41feet; Thence North 89°26'05" East a distance of 32.00 feet to a point 33 feet West of the East line of said Northeast Quarter (NE/4); · Thence South 00°33'55" East a dl5tance of 62,69 feet tn a point on the South line of said Northeast Quarter (NE/4),33 feet West of the Southeast Comer of said Northeast Q rter; Thence North 89°27'19 West along the South line of said Northeast Quarter a distance of 946.82 feet; · Thence North 00°40'24"' West a distance or 1001.70 feet to a point on the Southerly Right of Way line of Intentate Highway No.40; Thence North 89°41'20"' East along said Southerly Right of Way line a distance of 102.67 feet to a point of curve; Thence Southeasterly along said Right of Way line, the same being a curve to the right having a ntdius of 390 feet a distance of 408.41feet; Thence South 30°18"40East along said Right of Way fine a distance of 359.54 fed: to a point of curve; Tttence Easterly along sald Right of Way,the same being a curve to the left having a radius of 371.77 feet a dlstBnce of 366.2.1feet to a point 65 feet West of the East Une of said Northeast Quarter, said point being on the Northeast Comer of said tract desaibed at Book 3270, page 341of Oklahoma county Records; Thence South 00°33'55" East a dlstam;e of 200.00 feet to the Point or Place of Beginning. |
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Tract II A part of the Northeast Quarter (NE/4) of sectlon Six (6}, Township Eleven (11)·North, Range Four (4) West, Indian Meridian, Oklahoma County, Oldahoma, more paitlculariy described as follows: Commendng at the Southeast Comer of said Northeast Quarter {NE/4) of said Section Six (6); Thence North 89°27'19 West along the Soutfl fine of said Northeast Quarter (NE/4) a dlstance of 1124.82 feet to the Point of Beginning; Thence continuing North 89°27'19" West along the soultl tine of said Northea5t Quarter (NE/4}a distance of 194.76 feet to the Southwest Comer of the East Half (E/2) of the Northeast Quarter (NE/4) of said Section Six (6); Thenee NorU1 00°40'40" West along the West One of the East Half (E/2) of said Northeast Quarter (N.E/4) a distance of 652.62 feet; Thence North 89°41'20" East a distance of 339.74 feet; Thence South 00°40'24 East a distance of 317.70 flret; Thence North 89°27'19 West a distance of 145.00 feet; Thence South 00°40'24 East a distance of 340.00 feet to the Polnt of Beginning. |
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80 l South Council Road Oklahoma City, OK 43128 (Sign Lease Parcel) Legal Description A part of the East Half (E/2) of the Northeast Quarter (NE/4) of Section Six (6). Township Eleven (I I) North, Range Four (4) West, I.M., Oklahoma County, Oklahoma, more particularly described as follows: Commencing at a nail with E.D. Hill Shiner found as the Southeast corner of the Northeast Quarter (NE/4) of said Section 6; THENCE North 89 Degrees 27'19" West along the South lineofsaid NortheastQuarter(NE/4) (the bearing upon which this description is basedJ a distance of979.82 feet; THENCE North 0 Degrees 40'24" West a distance of657.70 feet to a 3/8 inch iron rod found as the point of beginning. THENCE continuing NORTH 0 Degrees 40'24" West a distance of 344.71 feet [called 344.0 feet] to a 3/8 inch iron rod found on the South right-of-way line of Interstate Highway No. 40; THENCE South 89 Degrees 41 '20" West along said South right-of-way line a distance of 339.76 feet to a J/8 inch rod found on the West line of the East half(E/2) of said Northeast Quarter (NE/4); THENCE South 0 Degrees 40'40" East [called S 00 Degrees 40'24"E] along the West line of the East Half(E/2) of said Northeast Quarter (NE/4) a distance of344.7 t feetto a 3/8 inch iron rod found for corner. THENCE North 89 Degrees 41'20'' East a distance of339.74 feet (called 339.76 feet) to the point of beginning. Containing 117,143 square feet or 2.689 acres. |
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EXHIBIT A-27 TA Troutdale 790 NV/ Frontage Road Troutdale. OR PARCEl t Parcel 2,PARTITION PLAT NO. 1992-134,in the City of Troutdale 1 County of Multnomah and State of Oregon. PARCEL II: A portion of that property described fn Deed to Bums Brothers, Inc. and recorded May 1, 1988 In Book 2108,page 1690, Multnomah County Deed Records,situated In the J. M.Stott DonatJon Land Oaim and the D. F. Buxton Donation land Qaim, in the NortheaSt one-quarter of Section 26, Township 1 North, Range 3 East, of the Willamette Meridian, in the Oty of Troutdale,County of Multnomah and state of Oregon,being more particularly described as follows: Beginning at the Northeast comer of said Bums Brothers,Inc. property, said comer being on the Southerly right-of-way line of Columbia River Highway (I-84) as established by Circuit Court Suit No. 244166; and running thence South 0°25'09" West leaving said Southerly right-of-way line and tradng tlle Easterly line of said Burns Brothers, Inc. property a distance of 868.01 feet to the Northerly right-of-way line of the O.W.R.R.& N. Railroad;thence tradng said Northerly right-of-way line the following courses; along the arc of a 5,679.65 foot non-tangent radius curve to the right, through a central angle of 7°36'47",an arc distance of 757.98 feet (the long chord of which bears North 79°44'54" West 757.42 feet);thence North 75°55'30" West 348.66 feet; thence South 14°04'30" West 20.00 feet; thence North 75°55'30" West 80.00 feet to the Southwest corner of said Burns Brothers,Inc. property; thence feaving said Southerly right-of-way line and tracing the Wester1y line of said Bums Brothers,Inc. property North 0°28'10" East '102.86 feet to said SoUtherly right-of-way line of Columbia River Highway;thence tracing said Southerly right-of-way line North 81°<J0'15'' East 145.00 feet; thence continuing along said Southerly right-of-way.line North 23°12'40" East 97.04 feet to a point on the Westerly nne of that property described in Deed to Chevron U.S.A., Inc. and recorded June 1, 19n m Book 1153,page 1993, Multnomah County Deed Records; thence tradng said Westerly line South 4°26'15" East 174.01 feet to the Southwest comer thereof; thence b"adng the Southerly line of said Chevron property North 81°40'15" East 210.45 feet to a_ Inch iron rod with yellow plastic cap stamped oEA INC."; thence leaving said Southerly line South 0°2S09" West 49.96 feet to a 5/8 inch iron rod with yeflow plastic cap stamped ''DEA INC."; thence South 89°34'51" East 155.00 feet to a 5/B Inch iron rod with yellow plastic cap stamped "DEA INC." at a point which Is 60.00 feet Westerly of (when measured perpendlaJiar to) the Westerly line of Parcel 1 of Partition Plat No. 1992-134,a duly recorded Partition Plat in MlJJtnomah County; thence parallel with said Westerly line North 0°25'09" East 275.70 feet to a 5/8 Inch Iron rod with yellow plastic cap stamped "DEA INC." on saJd SOutheriy right-of-way line of Columbia River Highway; thence tradng said Southerly right-of-way line North 81°40'15" East 60.70 feet to the Northwest comer of said Parcel 1; thence leaving said Southerly right-of-way line and tradng said Westerly line of Parcel 1 SOuth 0°25'09" West 284.94 feet to the Sout;hwest corner thereof; thence tradng the SOUtherly line of said Parcel 1South 89 1134'51n gast 150.00 feet to the Southeast coiner thereof,said comer also being the Southwest comer of that property described in Deed to McDonald's CQrporation recorded October 1, 1988 in Book 2182,page 2523, Muftnomah County Deed Records;thence tradng the Southerly line of said Md>Onald's property North 89°33'45n East 200.00 feet to the Southeast corner thereof; thence tradng the Easterly line of said McDonald's property North 0°25'0911 East 300.00 feet to the Northeast corner thereof,said mrner being on said Southerly right-of-way line of Columbia River Highway; thence leaving said Easterly line and tradng said SOutherly r1ght-<Jf way line North 85°33'45" East 200.00 feet to the point of beginning. EXCEPT that portion thereof lying within Partition Plat No. 1992-134. IofJ |
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PARCEL III: A tract of land in the Northeast quarter of Section 261 Township 1North,Range 3 East of the Willamette Meridian,in the Oty of Troutdale, County of Multnomah and State of Oregon,and being a portion of that property desoibed In Deed from M.A. Cerruti to Rose M. Cerruti, recorded December 4,1946 in Book 1125, page 574, Deed Rerords, described as follows: Beginning at a point that is the Northeast comer of a tract of land described in Deed between Husky Oil COmpany of Delaware to HYEX Corporation, recorded December 12, 1972 In Book 899, page 34, Deed Remrds, which point Is also the Southwest oorner of that tract of land conveyed by Rna! Judgment dated November 20, 1958 under Suit No. 24+175 to the State of Oregon,by and through Its State Highway Commission; thence North 85°33'45'' East 501.56 feet to an iron rod which is the Northwest oomer of a tract of land conveyed to the Oty of Troutdale by Deed recorded August 31,19711n Book 810, page 12831 Deed Records; lflence Southerfy along the Westerly line of said City of Troutdale property,a distance of 20 feet to ttle SOuthwest oorner thereof;thence Easterly along the Southerly line of said City of Troutdale property a distance of 20 feet to the Southeast oomer thereof; thence South 0°22'40" West 959.46 feet to an Iron rod In the Northerfy line of the O.W.R.&N. Railroad right of way; thence North 84°04'20q West 372.35 feet to an Iron rod; thence along the Norther1y line on the arc of a 5689.6S foot radius curve to the left, through a central angle 1°30'39", an arc distance of 151.03 feet (the chord bears Nortfi 83°19'00" West 151.03 feet) to an Iron rod located at a point on the Railroad right of way which Is on the Easterly line of said HYEX Corporation property,extended Southerly; thence North 0°22'40" East 883.20 feet along said Easterly line to the point of beginning. Being also described as that portion of the D. f.. Buxton Donation Land Oalm,and the Northeast one quarter of Section 26,Township 1North, Range 3 Eaof the Wlllamette Meridian,in the Oty of Troutdale,County of Multnomah and State of Oregon,being more particularly described as follows: Commencing at tfle Northwest comer of the said D. F. Buxton Donation Land Oalm as monumented with a brass cap;thence South 0°14'20" West along the West line of said Donation Land Oaim 1703.49 feet to the Northerly line of Parcel2 of PAR11110N PLAT NO. 19 2-134, a duly recorded PARTITION PLAT In Multnomah County and the true point of beginning; thence following the Northerly perfmeter of said Parcel 2, South 89°34'51" East 116.5 feet; thence North 85°33'45" East 200.00 feet; thence North 0°25'09" East 300.00 feet to the Southerly right-of-way line of the frontage road; thence North 85°33'45q East along said Southerly right-of-way line of the Frontage Road;thence North 85°33'45" East along said Southerly right·of-way 2.00.00 feet to the Northeast corner of said Parcel 2; thence North 85°50'59" East along said light-of-way 501.18 feet to the Northwest corner of a parcel owned by the City of Troutdale: thence along the perimeter of sald Qty parcel South 0°24'49" West 20 feet; thence North 85°50'59'' East 20 feet to the Southeast comer of said Oty parcel;t:f:lence South 0°24'49" West along a line contiguous with the West line of a PARTTilON PlAT NO. 19.91 39,records of said county for 955.87 feet tD a polnt on the Norther1y r1ght-of-way line to the Union Pacific Railroad,being "10 feet perpendicular to the centerline, safd point is monumented with a Jones rebar; thence aloog said raH road rfght f-way North 84°49'58" West 288.67 feet to the beginning of a spiralanve to the right, having a chord of North 84° '58n West 89.88 feet,a centerline delta of 0°27'0411 and a center line length of 90.20 feet; thence along said r1ght of-way 89.89 feet to the beginning of a rurve to the right havfng a radius of 5689.58 feet, and a chord of North 83a39'31" West 143.64 feet;thence along said right-of-way and said curve 143.64 feet; thence North 0°2r0211 East 10.07 feet,to a point on the said Northerly right-of way line, being SO feet perpendlrular to the centerline of said railroad;on a curve to ttle right, having a chord of North 79°32'55" West 668.73 feet, thence along said right-of-way and said curve 669.12 feet to the beginning of a spiral curve to the right, having a chord of North 75°52.'21" West 89.81 feet, a centerline delta of 0°27'04" and a centerline length of90.20 feet; thence along said right-of-way and said rurve 89.81 feet; thence North 75°43'21" West along said rlght--of way 348.38 feet; thence South l4°16.39n West 20.00 feet; thence North 75°43'21" West along the Northerly right of-way being 30 feet 2 of3 |
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perpendicular to the centerfine of said ralfroad1 80.00 feet to the East line of the J. M.Stott Donation land Oalmthence North 0°30'06" East along said Stott line 403.01 feet tD the Southerly right-of-way line of said Frontage Road; thence North 81°40'1S" East along said right-of·way H4.15 feet; thena: North 23°12'40" East along said light-of-way line 97.04 feet; thence South 4°26'15" East 174.01 to a rebar marked "LS 1678''; thence North 81°40'15" East 210.45 feet tnence South 0°25'09" West 49.96 feet to a rebar marked "DEA"; thence South 89°34'51East 155,00 feet; thence North 0°25'09" East 275.70 feet; thence North 81°40'15'' East along the said Frontage Road right-of-way 60.70 feet; thence South 0°25'09" West 284.95 feet; thence South 89°34'51" East 33.45 feet to the said true point of beginning. 3 of3 |
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EXHIBIT A-28 TA Greencastle 10835 John \Vayne Drive Greencastle. PA AllT@"AlH Jlha fA·n·tlrti· , nb· · eMfo ,tifWit:, · , '' , . ,.....o;!,fYQO--an lila an-thedwayh r6 'i61ftd. IIIM!·of aJdvJrik tttN:or.fixlrWfv at·tw. liln W.ZT1m,. 116EiiiWty . 11(1t11f .ctDrtve. . - . JXI' · · .· · toes. "Q.·, Ift'Q.ct$0uth:SI l01d!id;isl' ot16J9· - . . . . · WMt, a·of71.'ta - racbf'l $5Mi:lW iiRitt: ak a.wm· ·rf9hitlla.Nd·rcs-iin·u.silil · ifBXZibigi d10td «3.i)t r., beitflvJ'tiSCitJh '?]. .'Hsecund!W.a a rdsdJ30 .at anlin: CfSJ)l MCD*tftendlt111$\1WldOfQ& ame mt llfoa,ll!illfoned rlghtdu s4 · . ·sa wszoto·feitco.·a r liirm ioN.«tJf JOrii.Lttitli¢!iilcing flifitfs«thl!nw ai'ld sakl (tw;on a ciJNII to U1lt leftas '"C2" on ab'es:ald Slhef, Slllk"fC2'" .i chW Of ·08 degrees t8 mm.c-19 We a diJRI dlilineiti:/115.21 feet, a rdusduo tuand aft ilf'C llstl!nte fllof7.G2 feet to IR tanjlln, . liang.bndJtithe s;inlefi7 teet tv·a rid oli1d apitllndr·or_.VI4Yri4Inc. encr SBtf -w.r,·thenat ai1Unllrv ·1fic·ametae Uraooa aJJWttb-ldltr 1Bi,..11W·"'"·cxa · df9'ee!l' 1710 xantseast !21..62 ! theaJvei,r,Rlld cuve '"d" Mvfilg" dlatd bt!lrir-Q dSOUth lt·2lS3 3ettms Ea.5t il d1onl <istJ.I'u of 142.3 feet a r.dus of 330 feat ard an an:-dlsblnl::e d l<U9 feet to an lrOO pn, j thMa: IIICQJ lands of the liiii'M and SlidrXSOUth 2928·mltUes 06 r«DndC - l j. U9.60 reetto a point at ln:ls ot JoMOt'M! and Ilona lends d loM WAyne, Inc. SouUt 20 069.94 feet tD 111 edsUng lronpn1St CIJn'M!r d lards d Jcm degrees 3Z15 St!!aXlds West. wnc.w, en 11ne r:t s.m nuw ar romtbtr' otthe BowiNiUl P, lhiDK:ea1c:1v lardi oru.: se mrnub!s l5 west..621.75 rtetto an edstfng Iron p1r11n h!l Bcwman Gn:K JJr Nmtt 48 r wrt of lnteistatea Hartt r4#otWitf 11ne cf lntasti.Q81;dienQ!by the 1tgt1t 19 asf11 mnt«ei 37secxnts East 641.92 re-t to a point. ttuKz W Iilii l5lliiTe lilong.thl fDIIawlng murse and dl&fllncm: fiorth Z2 degrees lll'llbltes 38 sec:ondt bit.l50.27 led, Nonh 28 l:fearees 09 riUe,s sn seconds East totS& teet.. North 1649 rnlrUl!s 38 stialnds f;)lst 149.52 feetf North areer.fbth i9 rn llllr1ltei'R &it 2S.OO 11149 mnstes 01 seconds'Qst M n Ed 250.05lbth 12 degree$170'3 Siealnds !1St l2S.90b:t, fbth 1D degnB07 mnAes l7S8t'CX1CS a.t us..ooHonh 21c egrees39 mrra a fl1!lllRis fast 101.12-..North .1degrees16mtruas 59 aeaxiCf$ Elst 118.42 rat;,.North ll59 NIU!!129 tieCXJnds fMt 12.90 m apdnt 111: ttertJht or WiV 1n1d Pemsytvam·tG; lhei10e bV rfght fiWflf Raub u along-a a.rte to lhe rfgft., lde:rifflad asc:ww "Cot" on the att surwAr id aaw "'C4" hiving a chlnl bcitfngot sooth 7S deg'S2 minutes 12 seconds East a d1c:.Wd clsl:ance r139.lD ket:, 11 racfle of 5771.65 feet andarc distanal d suo feetpdllhena! b'f lhe sameScMtt 703Q mDibl71 seaH1ds EISt 50.62 teet m absame SOthOsth 7629' nirllb!S 43 GCCms East ""·11feattDthe d .. . COHT'AIHING 23.4899 aaes as per-!UVef cK1J;'er$ &e: nWed "Mil SlJrW'f fer "ft8tiee . me., dlb!d Ap1f, 1999 .00 reWed May 24, 1999. C".aate'$ gf' aeNG Tax Para!l No. A:-17-QA. 8EtNG the sarne pnmUses which t:.W.'Nlrjne OaNstromLona L Oahlsttcfn, tis wffe, .Jom L G'iuwl and Cbra J.Growe, a; wifbev Deed dated 11/23/1963ard12/1/1988 Jn the County rlA1inJcJln tnc.. i1 rae. In Deed Bool\ 1036 paga 1u, nto Roadway Realty, ANn the smd'Roactway Realty, Inc. has sloce meiged wfth and Into TrWPl Pofts AND tha _.n-avd Pelts ot filS sfrtoa with ard Into TA ()pefatilg Ollpardon, a Oelawant Cofpor.tHon by wrUie d Altidcs rl Merger dated G/3/19f» and melt wtlh tbe SeaDyd Stzl or P!nrcytYen11t on 6/21/1999.· .*thence S 76° 29' 4" E, 1 00'; thence S 87° 48' 19"E 50.99'; |
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EXHIBIT A-29 Milesburg, PA (TA) 875 North Eagle Valley Road Milesburg, PA ALL THAT CERTAIN piece, parcel or tract of land located in Boggs Township, Centre County, Pa., bounded and described as follows: BEGINNING at a railroad spike set on the southeasterly right-of-way line of State Route 0150 at its intersection with the centerline of the right-of-way of Township Route 644; thence running along said centerline South 58 degrees 10 minutes 21 seconds East 522.29 feet to a railroad spike set; thence running along the same South 53 degrees 42 minutes 21 seconds East 106.16 feet; thence running along the same South 33 degrees 45 minutes 21 seconds East 98.27 feet to a railroad spike set on the Northwesterly right-of-way of Seda-Cog Joint Rail Authority; thence running along said right-of-way of said railroad South 62 degrees 19 minutes 39 seconds West 1570.86 feet to a steel pin set of the Southeasterly right-of-way line of State Route 0150; thence running long said right-of-way following a curve to the left, said curve having a delta angle of 11 degrees 03 minutes 11 seconds, a radius of 1226.28 feet, a curve length of 236.56 feet and along chord bearing of North 40 degrees 29 minutes 36 seconds East 236.20 feet to a steel pin set; thence running along the same North 34 degrees 58 minutes 00 seconds East 91.65 feet to a railroad spike set; thence running along the same North 55 degrees 02 minutes 00 seconds West 10.00 feet to a railroad spike set; thence running along the same North 34 degrees 58 minutes 00 seconds East 900.00 feet to a steel pin set; thence running along the same North 55 degrees 02 minutes 00 seconds West 10.00 feet to a steel pin set; thence running along the same North 34 degrees 58 minutes 00 seconds East 177.90 feet to a railroad spike set to the place of beginning. CONTAINING 11.570 acres of land. BEING Tax Parcel No. 7-8-95. |
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EXHIBIT A-30 TA Spartanburg 1402 E. Main Street Duncan (Spartanburg), SC PROPERTY DESCRIPTION Tax Map No. 5-25..00-122.00 All that certain piece, parcel or tract of land together with improvements thereon, situate, lyiqg and being located in Spartanburg C01mty, South Carolina, western side of the intersection ofSC Highway 290 and Interstate Highway 85 as more particularly shown on that certain ALTAIACSM Land title survey prepared by International Land Surveying, Inc., by Joseph H. Parker, Surveyors License No. L-11593 dated August 31, 1993, with the following metes and bounds as shown on said survey: BEGINNING at an iron rod in the southern right-of-way Line ofSC Highway 290 (83 feet from center), at its intersection with the western right-of-way line of Interstate Highway 85 and runs thence with the west right-of-way line oflnterstate 85, the same being about 1 foot west of the control access fence the following courses and distances:South 41 degrees 14 minutes 36 seronds West 315.89 feet to an iron rod, South 39 degrees 30 minutes 02 seconds West 306.28 feet to an iron rod, South 43 degrees 39 minutes 02 seconds West 195.12 feet to an iron rod, South 48 degrees 56 minutes 26 seconds West J 88.30 feet to an iron rod, South 52 degrees·07 minutes 47 seconds West 188.91 feet to an iron rod and South 52 degrees 07 minutes 25 seconds West 308.25 feet to an existing iron pipe in the western right of-way line oflnterstate Highway 85; thence North 38 degrees 26 minutes 11 seconds West 728.85 feet to an existing iron pipe in the east line of the right-of-way for Inglesby Parkway; thence along said line North 45 degrees 52 minutes II seconds East 820.04 feet to an iron rod in said line at its intersection with the new right-of-way line (50 feet from center) of Inglesby Parkway; thence with said new east right-of-way line offng1esby Pmkway North 47 degrees 02 minutes 05 seconds East 41.31 feet to a nail in said right-of-way line; thence continuing withsaid east right--of-way line North 44degrees 44 minutes East 42.36 feet to an iron rod in swd right-of-way Line; thence leaving said new right--of-way end with the original right-of-way North 45 degrees 52 minutes 11 seconds East 307.45 feet to a nail; thence <:ontinuing withsaid old right-of-way oflnglesby Parkway North 45 degrees 36 minutes 02 seconds East 189.29 feet to an iron rod in said right-of·way at its intersection with the new right-of-way for q site distance between Inglesby Parkway and SC Highway 290; thence with said site distance·South 80 degrees 06 minutes 35 seconds East I 00.19 feet to an iron rod where said site distance intersects the south right-of-way line ofSCHighway 290; thence with thesouth right-of-way line ofSC Highway 290 the following courses and distances: South 43 degm!s 43 minutes 48 seconds East 5.74 feet to an iron rod, South 41 degrees 02 minutes 45 second.s East 211.23 feet to a con nail, South 38 degrees 23 minutes 27 seconds East 149.66 feet to aeon nail., South 41 degreesJ8 minutes 54 seconds East 190.13 feet to a con nail and South 43 degrees 45 minutes 47 seconds East 86.8 feet to the point ofbeginnjng, containing 25.733 acres, more or less. Page I of 3 |
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ALSO: All that parcel of land in Spartanburg County, South Carolinsituate at the southwest comer of the intersection of US Highway Interstate 85 and South Carolina Highway No. 290, designated as Tract 1-A, containing 30.06 acres, more or less, on a plat made for Oelunig Oil Co., Inc. By Nell R. Phillips, Surveyor, dated February 187 1972 and recorded in Plat Book 67 at pages 16 and 17, and having according to said plat the foiJowing metes and bounds, to-wit: BEGINNING at a bolt ·m the center line of South Carolina Highway No. 290, 309 feet northwesterly from the center line ofl-85 at the point were I-85 is crossed by Highway 290, and runningS 46-53 W 502.4 feet with highway right-of-way to a concrete momnnent; thence the following six courses continuing with the right-of-way ofi-85, S. 37-20 W 166.3 feet; S 35-32 W 135.5 feet; S 47-20 W 198.4 feet; S 51-15 W 196.8 feet; S 50-55 W 263.2 feet; S 52-43 W 125.4 feet to an iron pin; thence leaving the right-of-way and running N 38-26 W 947.7 feet to an iron pin; thence N 55-44 E 1207.5 feet to an iron pin; thence N 45-36 E 301.2 feet to a_ nail and cap in center line of South Carolina Highway No. 290; thence with center line of Highway 290, S 43-07 E 758.8 feet to the beginning. LESS AND EXCEPTED TIIEREFROM is all that rtain tract or parcel ofland in Spartanburg County, South Carolina described as follows:From an old iron pin and coriunon comer of properties ofOehmig Oil Co., Inc. and Allen J. Inglesby at the right of way ofSC Highway 290thence S 45-36 W for a distance of263.62 feet to an old iron pin and common comer of properties ofOehmig Oil Co., Inc. and Allen J Inglesby, said comer being the point of beginning for survey !Dld description of a parcel of land containing 2.873 acres, more or less, thence S 55-44 W 1206.04 feet to an old iron pin and oomer; thence S 37-48 E 207.85 feet to an iron pin and comer; thence N 45-52 E 1211.13 feet to an old iron pin and point of beginning. Said property more particularly described and conveyed by Deed to Allen J. Inglesby, et al. recor ed in Deed Book 54 R at page 413, Register of Deeds for Spartanburg County, State of South Carolina. ALSO LESS AND EXCEPTED THEREFROM is all that parceJ or strip of land, in fee simp[e, with improvements the.ret>n, if any, containing 28,297 square feet of land and being described as follows: within 52 feet, on the right, of the construction centerline of SC Route 290 between survey stations 140+97 and 142+00; thence along a transition to 62 feet at survey station 144+ J ] ; thence continuing along a transition to 76 feet at survey station 145+60; thence continuing along a transition to 83 feet at survey station 147+50 and continuing 83 feet to survey station 148+30, including rights of access as may be needed for vontroUed access fucilities. Also herein condemned is land for a 90 foot x 65 foot triangular area on the right opposite of approximate mainline survey station 141+12 at the intersection of the right of way of SC Route 290 and Inglesby Parkway. Also within 40 feet on the left of the coilstructjon centerline of lnglesby Parkway between survey stations 0+31.5 and 4+0; thence along a transition to 50 feet at survey station 6+50 and continuing at 50 feet to survey station 8+50. Property herein condemned is measured from survey centerline of Inglesby Parkway between survey stations 4+10.01 and 8+50 (Tie Equality: 4+18.01 Relocation Back=4+17.94 original line Ahead.) Page 2 of 3 |
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ALSO LESS AND EXCEPTED TiffiREFROM is all that certain parcel of land described as fo11ows: BEGINNING at a concrete right of way monument 83 feet from the construction centerline of SC Highway 290 and on the western right of way oflnterstate 85 and running thence along the right of way ofinterstate 85 S 41-17-13 W 17.06 feet to an old iron pin(" rebar), said pin being 100 feet from the construction centerline ofSC Highway 2901 thence leaving the right of way offuterstate 85 and running along the new I 00 foot right of way of SC Highway 290 43-45-47 W 41.47 feet to an old iron pin (W' rebar) thence N 20-44-15 W 43.46 feet to an iron pin{%" rebar), 83 feet from the construction centerline of SC Highway 290, thence running along the 83 foot right of way of SC Highway 290 S 43-45 47 E 40.00 feet to an old iron pin{" rebar); thence continuing along the 83 foot right of way ofSC Highway 290 S 43-45-47 E 40.00 feet to the point of beginning and containing 1992.52 square feet This is the same property conveyed to the SC Department ofTransportation recorded August 8, 1997 in Deed Book 66 Hat page 639. Page 3 of 3 |
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EXHIBIT A-31 TA Franklin '-f400 Peytonsville Road Franklin. TN I ) LAND IN TI-iE TENTH CIVIL DISTRICT, Wlli.IAMSON COUNTY, TENNESSEE, BEING DESCRIBED ACCORDING TO AN UNRECORDED SURVEY BY INTERNATIONAl lAND SURVEYING, INC., 611 24Tii AVENUE 5. W. SUITE C, NORMAN, OKLAHOMA 73069, DATED' FEBRUARY 19, 1993, PATRICK S. COODE, SURVEYOR, UCENSE NO. 855,AND BEING MORE PARTIQJLARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON ntE NORTH RIGHT·OF-WAY UNE OF GOOSE CREEK BY-PASS (HAVING AN EXISTING 80 FOOT RIGHT-OF-WAY}, SAID POINT BEING NORlli SO 29' 50" EAST 40 FEET FROM A CONCRffi MONUMENT AT HIGHWAY STATION 528.00; THENCE AlONG lHE NORTHERlY RIGHT-OF WAY UNE OF GOOSE ffiEEK BY PASS NORnt 58° 50' WEST 106.14 FEET TO A CONCRETE MONUMENT; THENCE NORTH 12° 00' WEST 757.51 FEET ALONG TliE EASTERLY RIGHT-OF-WAY UNE OF INTERSTATE 65 TO A.CONCRETE MONUMENT; TiiENCE SOUTif 86° 40' 55" EAST 866.77 FEET TO A CONCRETE MONUMENT; THENCE SOllTH 8° 30' 01" WEST 828.91 FEET TO A CONCRffi MONUMENT ON THE NORTH RIGHT-OF-WAY UNE OF GOOSE CREEK BY-PASS; 111ENCE NORTH 81° 28' 41" WEST 500 FEET AlONG THE NORTii RIGHT-OF-WAY LINE OF GOOSE CREEK BY-PASS TO TI-iE POINT OF BEGINNING. . AllOF TiiE ABOVE·DESCRIBED LAND BEING THE SAME AS FOLLOWS: BEING A TRACT OR PARCEL OF LAND LYING IN THE TENTH CML DISTRICT, WilliAMSON COUNTY, TENNESSEE, SAID TRACT OR PARCEL BEING BOUNDED ON THE SOUTH BY GOOSE CREEK BY-PASS AND ON THE WEST BY INTERSTATE I-68 AND BEING MORE PARTICULARLY DESCRIBED AS FOllOWS: BEGINNING AT AN EXI511NG CONCRETE HIGHWAY MONUMENT BEING LOCATED ON lliE NORTiiERLY RIGHT OF WAY OF GOOSE CREEK BY·PASS (100' RIGHf OF WAY) AND LYING IN THE WESTERLY UNE OF THE PROPERTY NOW OR FORMERLY CONVEYED TO MARKETING CO.', PS OF RECORD IN VOLUME 803, PAGE 889, R.O.W.C, TENNESSEE AND BEING THE SOUTHEASTERLY CORNER OF TiiE HEREIN DESCRIBED TRACT; lliENCE WITH THE NORTHERLY RIGHT OF WAY GOOSE EEK BY·PASS N81 . 28'41" W, 500.00 FEET TO AN IRON PIN {SET} AT THE INTERSECTION OF AFORESAID RIGHfOF WAY AND IN THE EASTERLY RIGHT OF WAY OF INTERSTATE 1-65; "THENCE CONTINUING WITH SAID EASTERLY RIGifT OF WAY OF INTERSTATE 1-65 Wmt TilE FOLLOWING 1WO CAU.S N58 50'00"W, 106.14 FEET TO AN IRON PIN (SEl) AND N12 OO'OO"W, 757.51 FEET TO AN EXISTING CONCRETE HIGHWAY MONUMENT LYING IN THE EASTERLY RIGHT OF WAYOFAFORESTATED INTERSTATE 1-65, AT THE SOUTHWESTERLY CORNER OFTHE PROPERTY NOW OR FORMERLY CONVEYED TO "FRANKUN BUSINESS PARK'', AS OF RECORD IN PLAT BOOK 15, PAGE 83. R.O.W.C., TENNESSEE AND BEING THE NORTHWESTERLY CORNER OF TifE HEREIN DESCRIBED TRACT TiiENCE WITH THE NORTHERLY UNE OF TI-fE HEREIN DESCRIBED TRACT 586 40'55"E, 966.77 FEET TO 1\N EXISTING CONCRETE MONUMENT AT THE NORTHWESTERlY CORNER OF THE HEREIN DESCRIBED TRACT; THENCE WITH THE EASTERlY UNE OF THE HEREIN DESCRIBED 1RACT 58 30'01W, 828.91 FEET TO THE POINT OF BEGINNING AND CONTAINING 13.192 ACRES MORE OR LESS. BEING THE SAME PROPERTY CONVEYED TO NATIONAL AUTO{TRUCKSTOPS, INC., A DElAWARE COPORATION BY SPECIAL WARRANTY DEED FROM UNION Oil COMPANY OF CAUFORNJA, A CAUFORN!A CORPORATION OF RECORD IN BOOK 1066, PAGE 941, REGISTER'S OFFICE FOR WILLIAMSON COUNTY, TENNESSEE; THE SAID NATIONAL AUTO/TRUCKSTOPS, INC., A DELAWARE COPORATION HAVING BEEN MERGED lNTO TA OPERATING CORPORATION, A DELAWARE CORPORATION, BY ARTIU.ES OF MERGER OF RECORD IN BOOK----' PAGE ----J REGISTER'S OFFICE FOR WILliAMSON COUNTY, TENNESSEE. |
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EXHIBIT A-32 T:\ Amarillo 7('100 I-40 East \Vhitakcr Rd . . \ma·illo. TX A 28,9323 acre tract of land being all of Lots 1 and 2, Block 1, Unaoal Addition Unit No. 1, an Addition to the City of Amarillo in section 90, Block 2, AB&M Survey, Potter County, Texas, as filed of record in Volume 2079, Page 55 of the Official Public Records of Potter county, Texas, and being further described by metes and bounds aa follows: BEGINNING at a 1/2 inch iron rod with a red plastic cap marked "KELLEY-RPLS-503 found in tlte Easterly right-of-way line of Whitaker Road .-nd the Southerly ri ht-of-way line of u.s. Interstate Highway 40 marking the most westerly northwest corner of this tract; · .along the Southerly right-of-way line uC IuLHr t THRNCE N3 de reea 24' Highway 40, a distance of 16,52 feet (RI: N 43 degrees 43' JO" E. 18.20'} to a wooden highway monument with a 60 D nail found in the center marking the moat Northerly Northwest corner of this tract and from which the Northwest corner of said Section 90 as shown on the recorded plat of said Unocal Addition Unit No. 1 bears 43 degrees s 43' 30", 5.3.88'; West 22.60'; N 0 degrees 06' OD" E, 342,20'; THENCE N 87 degrees 18' J7" E {Base Bearing), along the Southerly right-of-way line Interstate Highway 40, a distance of 576.00 feet (RI: N 67 degrees lB' 37" E, 575.30') to an "X in concrete set marking a point af iot.eraection in the North line of this tract; THENCE s 89 degrees SO' 55" E, along the Southerly right-of-way line of Interstate Highway 40, a distance of 372.62 feet (RI! S B9 degrees 54' 00" B 372.96') to 1/2 inch iron rod found with a yellow cap marked "THOMAS-RPS-2203 mar king the Northeast corner of this tract; THENCE S 0 degrees 07' 31" W, along the East line of Loc 1, Block 1, ASCO Addition Unit No. 1, an Addition to the City of Amarillo in said Section 90 as filed of record in Volume 1200, Page 419-420 of the Deed Records of Potter County, Texas, a distance of 1319.78 feet {RI: S 0 degrees 06' oo W 1320.00} to a 1/2 inch iron rod found with yellow cap marked "THOMAS-RPS-2203" marking the Southeast corner of this tract; THENCE s 89 degrees 58'lW,a distance of 960.00 feet (RI: s B9 degrees s · 30" W 95'0.04 to a 1/2.inch iron rod found wit:h a red plastic cap marked aA&:J\ RPLS 2964" in the East right-of-way line of Whitaker Road marking the Southwest corner of this tract1 THENCE N o degrees 05' 16" E, along the Easterly right-of-way line of Whitaker 06' oon E 1241.47) to the P CE road distance of 1280.6'6 feet {RIN 0 degrees OF BEGINNING. LESS AND EXCEPT: A 5.304 acre tract of land being out of Lot 1 & Lot 2, Block 1, Onocal Addition |
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Unit No, .Potter County, Texas, according to the recorded map or plat there f, as recorded in Volume 2079, Page 55 of the Official PUblic Records of Potter County, Texas, said 5.304 acre tract being further described by mates and bounds as follows: The Point of Beginning is a l/2R rebar with a Yellow Cap marked GOLLADAY11 found, in the South right-of-way line of Interstate 40, at the Northeast corner of said Lot l, Block 1, Unocal Addition Unit No. l, same being the Northwest corner of Lot 1, Block 1, ASCO Addition Unit No. 1, nccording to the recorded map or plat thereof as recorded in Volume 1200, Page 419 of the Deed Recorda of Potter County, Texas, and being the Northeast co er of this tract; THENCE S 00 degrees 05' 20" W on the commoo line of said Unocal Addition Unit No.1 and ASCO Addition Unit No. 1, at a distance of 950.11 feet pass the Southeast corner of said Lot l, Block 1, Unocal Addition Unit No. 1, same being the NOrtheast corner of said Lot 2, Block 1, Unocal Addition Unit No. 1, continue for a total distance of 1320.15 feet to 1/2n rebar with a red plastic cap marked" APBX 5275(such type rebar hereafter being refereed to aa an APBX-Cap) found at the Southeast corner of said Lot 21 Block .Onocal Addition Unit No. 1, same being the southwest corner of ASCO Addi ion Unit No. l, and being the Southeast corner of thia tract; THENCE s 89 degrees SB' 07" W on the South line of said Lot 2, Block 1, Unocal Addition Unit No. 1, same being the south line of this tract, for a distance of 175,00 feet to an APEX-CAP set for the Southwest corner of this tract; HENCE N 00'OS' 20N Eon the West line of this tract, at a dist nce of 370.04 feet pass the North line of said Lot 2, Block 1, Unocal Addition Unit No. 1, continue for a total distance of 1320.55 feet to an APEX Cap set in the South right-of-way line of Interstate (0 for the Northwest corner of this tractt THENCE s 89 de9rees 54' 00" E (Base hearing) on the south right-of-way lino of Interstate 40 for a distance of 175.00 beet to the POINT OF BEGINNING. Said tract contains 5.304 acreaf land, and is now know as Lot 2, Block 1, ASCO Addition Unit No. 2, being a replat of the East 175 feet of Lots 1 and z, Block 1, Unocal Addition unit No. 1, an ddition to the City of Amarillo, according to the recorded map or plat thereof, of record in Volume 311B, Page 541, Official Public Records, Potter County, Texas. |
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7000 I-40 East Whitaker Road Amarillo1 TX 79118 Leasehold Parcel DE.SCRIPTlON: A 5.00 ACRE. TRACT OF LAND OUT OP SECTION 30, BLOCK -:z. A.:B. & M:. SURVEY, POTTBR,COUNTY. TEXAS. DESCRIBED BY MaTES AND DOWDS TO-WlT: ·. . COMMENCING AT 1'HE. NORTHEAST CORNOF SAID SECTrON 30; TIIBNB WEST 2..245·.64 El"TO A POIN.T: THENCB SOOTH 1.650·.37 FT. }ll!<HNNJN. G OF THE TRACT OF :CAND HRR.EIN D. ESCR.l.BB.D-. TO A POINT MA.RKING THE SOUTHEAST CORNEn. 'AND· TRUE PLACB O'f THENCI! N 89(JS5f4S"' W 350.00 FT.TO T1ffi SOUTHWl!sT COPJ.lHR; THHNCR N ooo4'15.r E 622..29 PT. TO THE NORTHWI!ST COR.Nlm; THENCE S 8955r45., E. 350.00 FT.TO THE. NORTRI!AST CORNER; TRENCB S ooao4"15'"' W 621:.29 FT. TO THB PLACE. OF BEGINNING A.Nl}. CONTAl:NllfG AN AREA OF 5..00 ACRES OF LAND. UTILITY EASEMENT (A) DESCRIPTION: A TRACT OPLAND IN SECTION 30, BLOCK 2. A.B.& M.SURV,E.Y, POTIER COUNTY.TEXAS# BBINGTWBNTY FEET IN WIDTH AND LA YlNGTBN FEET EACff SIDE OF A CENTER LINB DESCRIBED BY METES AND BOUNDSTO-WIT: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 30; THENCE WEST 2,445-64 Fr4 TO A POINT; THENCE SOUTH 1"650.12 PT4 TO A -POINT m"'11R SOUTH LfNB OF A S ACRE TR.:\CT OF LAND MARKING THE TRUE LACE OF BEGINNING AND NORTHERLY rnRMJNUs OP THE CBN'Tl!R LmE. HEREIN DBSCRIBBD.THE SOUTHWEST CORNER OF SAID 5 ·ACRE TRACT BEARS N 89..55"45'"' W 150.00 PT. FROM SAID BEGINNING POINT; . THENCE S 13°31.09"' W 214.99 PT. TO A POINT MARKING THE SOUTHERLY TBRMINUS OF SAID CBNTBR LINE. |
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.. UTtLITY EASBMI!NT {B) Of!SCRIITTlON: A TRJ\CT OP AND ·m secrioN Jo nL;ocK 2. A.::D . .&. M. SURVEY. POTTER COUNTY. TI!JCAS. lll!ING TWE-NTY PE..ET lN WtOTl:I A:N.D LA YlNG TEN PBB.T.EACH SiDE OF A CENTER UNJ:!. DE.SCRIBeD BY METE.S AND BOUNDS TO-WIT: . . COMME.NC!NG AT Till! NORTHBAST CORNI!R:·OF SAID SBCTION JO; THENCE WEST 687.83-FT.. T9 A POINT; TliE.NCE SOUTH. 1,336.36 FT.TO A POINT IN Tim WEST LINE OF A to ACRE TRACT OPLAND MARKlNG THE TRUE PLACB OF·BE.GINNING AND BAS"tBRL.YTER.M.lNUS OF THE CBNTiilt UN}!ImRI!IN DESCRIB)ID, THE SOUTI.IWEST COR.NER OP SAID IO ACRB TRAITBBAR.S S oot4'3l... W 320.58 FT_ FROM SAID BEGINNING POINT; . THENCB s· 87s-a·34... W 51L92 FT.TO A POINT; THENCE. S &6.,4-6'21"'" W 1,047.51JlT_ TO· A POINT JN THE. EAST LINE OF A 5.00 ACRE TRACT 385.33 FT.SOU111 OF THE NORTHEAST COR.NBR OF SAID 5_00 ACRE TRACf MARKING THE W£STBRLY·TERMINUS OF SAID CENT.BR LINE.. |
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EXHIBIT A-33 8301 N Expressway 281 Edinburg, TX 78541-7060 A tract of land containing 17.2489 acres (751,362 square feet) situated in the County of Hidalgo County, Texas, consisting of 8.6235 acres (375,640 square feet) out of Lot 17, and 8.6254 acres (3 75,722 square feet) out of Lot 16, Block 47, Santa Cruz Gardens Subdivision Unit No. 2, according to the plat thereof recorded in Volume 8, Page 28, Hidalgo County Map Records, which said 8.6235 acres (375,640 square feet) was conveyed to Edinburg Auto Truck Stop, Inc by virtue of Warranty Deed recorded in Document No. 569099, Hidalgo County Official Records and said 8.6254 acres (3 75,722 square feet) was conveyed to Edinburg Auto Truck Stop, Inc., by \'irtue of Warranty Deed recorded in Volume 2656, Page 83 0, Hidalgo County Official Records, said 17.2489 acres also being more particularly described as follows: BEGINNING at the Northwest corner of Lot 17, Block 47, Santa Cruz Gardens Subdivision Unit No. 2, for the Northv/cst corner of this tract; THENCE, S 81 a 20' 00" E along the North line of Lot 17, Block 47 and within the right of way of F.M. 2812, a distance of 1252.00 feet to the Northeast comer of this tract; THENCE, S 08° 52' 00" W along the \Vest right of way line of U.S. Expressway 281, at a distance of30.00 feet pass a No.4 rebar found for the South right of way line ofF.M. 2R12, at a distance of 300.00 feet pass a No. 4 rebar found on the South line of Lot 17 and the North line of Lot 16, Block 4 7l continuing a total distance of 600.00 feet to a No. 4 rebar found on the South line of Lot 16, for the Southeast corner of this tract; THENCE, N 81° 20' 00" W along the South line of Lot 16, Block 47, a distance of 1252.54 feet to a No. 4 rebar found at the Southwest comer of Lot 16, for the Southwest corner of this tract; THENCE, N 08° 56' 25" E along the West line of Lot 16 and 17, Block 47 and the East line of Lake Citrus Estates Subdivision (Vol. 21, Pg. 27, li.C.M.R.), at a distance of 300.00 feet pass a No.4 rebar found for the North\vest corner of Lot 16, and the Southwest corner of Lot 1 7, at a distance of 570.00 feet pass a No. 4 rebar found for the South right of way line of Fi\1 2812, a total distance of 600.00 feet to the POINT OF BEGINNING, and containing 1 7.2489 acres (751 ,362 square feet), of which 0.8623 of one acre (3 7,560 square feet) lies in the right of way of FM 2 812, leaving a net of 16.3866 acres (713,802 square feet) of land, more or less. |
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EXHIBIT A-34 TA Terrell 1700 \Vilson Road Terrell. TX , AkPB§CRIPTIDN / ' -·-· . .. . ) ··aein!f""LOt '1'and 2' -··rn Bloc]; 1(,·· of TH8 RIP GRIFFIN ADDITION, an Add{t1on-to the Ciy of Terrell, ufn County, T a, ccording to·the Map there f.r.ecorded ty, .!I' xa , anQ. b. ng in Vol me 2, Page 2, of the Map R cords of Ka fma.II ·. more. part cula ly s_ori.hed below:. ·. -.· · ·. · · · · .. . . l. -,. . ..;:...._.. . . ' BEING aU tlz8t cartaiii tract-arpirQcl of land m thiL SDweu.A-443;Kau1iniin countf,'T, .. and being all ofLots 1, and 2, Block "N\ of}Up Griffin Addition to·tbc City ofTGrrell.no.carded in Plat Cabincst 2, EttvClopo 2,of tho Plat RofXaufinan ColDllyrTc:xaa and bdng mora pEUticularly described a follows; . . . . BgGlNNING at aW' ironrod'folDXl for oomm at the south coiner of said Let 1, Block·"A", said point in the aorth.wcst R.O.W.ofWUscmRoad; :.... .} nmNCB N42°48'00"'W, lloag tbe southwest JJne of said Block uA",Rip Griffin Addition, a d.istenec of ·IJS731feet to a .,. ironrod ffar comer at the ICU1h cOillCI" of L?t 3, Block:"A"; THENCE N4P12'OO"E, along the soulipe of sald Lot 3,a distance of 622.21 feet to a Y.r iron rod foUDd.for c:orner at the east comer of said Lot 3; ·· · ·'THKN'CB N43o:28'OO"W.a dlstmcc of30.00 feet to a .. iron rod faand for comer at the north comer of said Lot 3i - ' TBEN'CB N47°12'OO"E. aloag tho northwest Une of Aid Lot 2, Blook '"A", a distance of 126.33 feet to a "iroD red found for comer in the southerly R.O.:Wofintcn1ato·mgbw2Y No.20; nmNCB S70Q29'00"E, along tha soulherly R.O.W.of Interstate IDghway No.20, a distance of2o0.00 feet to a concrete monument found for comer; · THENCE S7JC115'00'contlnulngalongthc southcdyR.O.W.oflnterstateH1ghwayNo. 20, a dlsta.nc'e of 354.77 fto a concrete 11101lume< fQtmd for COillerj 'I.liENCE S44°04'00"B. contmuiug aloDg the southerly R.O.W.of lnterstate lfigh.way 'No. 20, a distance of 377.24 foe11o a concreto monument found for comer; TIIBNCB SlS' 21'00nB, continuing along the southedy R.O.W. of Interstates Inghway No. 20, a distance or 390.00 feet to a conCrete monUIXlellf. found fur comer; THENCE S30048"00''E, coritinuing along the southerly R..O.W.oflntcmata ffighway No.20, a distance of 169.12 feet to a W' iron rod found for comer ine.aor1hwesl R.O.W. ofWtlsoa. Read; THENCE S46DJ2'00''W.along tho i19dbwc:st R.O.W.ofWW<>n Rond, a diatance of 804.17 feet to the P01NT OF BEGINNING and containing 28.806 acres oflaDd. |
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EXHIBIT A-35 TA Parowan 1 I 00 North 130 \Vest Pann-van. UT Legal Description PARCEL 1: Beginning North 0°10'05" East 339.98 feet along the Section Uand North 90°00'00" East 40.28 feet from the West Quarter Comer of Section 12, Townsnip 34 South,Range 9 West, Salt lake Base and Meridian;thence North 77°'14'00" East 129.15 feeti thence South 69°26'41 11 East 268.47 feet; thence South 64°20'31" East 724.83 feet; thence along the Northerly and Eas_terty rtght of way with non access line of Highway 1-15 as follows: thence South 45°11'57" West 62.57 feet; thence along the arc of a non tangent curve to the right, having a radius of 758.51 feet a distance of 523.54 feelong cord for said curve bears South 64°53'10" West 513.21 feet; thence South 84°.t18'10" West 221.96 feet; thence along the arc of a non tangent OJTVe to the left, having a radius of 493.01 feet a distance of 199.78 feet, long dlord for said curve South 73°11'39M West 196.42 feet to a brass right-of-way marker,station 23+20; thence North 32°53'40" West 197.38 feet to a brass. cap right-of.,way marker station 38+49.52; thence along the arc of a non tangent OJrve to the right, having a radius of 522.96 feet a distance of 276.47 feet, long chord for said a.nve bears North 15°06'36" West 275.19 feet; thence North 00°10'11" East 46.25 feet to the point of beginning. EXCEPTING therefrom all coal,oil gas and other minerals in tllat portion lying within tlle West 316.83 met of the Northwest Quarter of the Southwest Quarter of said Section. PARCEL2: Together with an access and utility easement as disdosed by that certain General Warranty Deed recorded December 16, 1998 as Entry No. 401786 in Book 663 at Page 727 of Official Records desa1bed as follows: Beginning at a point North 0°10'05" East 339.96 feet along the S on line and East 40.28 feet from the West Quarter Comer of Section 12,Township 34 South,Range 9 W5alt lake Base and Merid' an;said point being a rlght-of way marker STA 42+00 on the Easterly non access line of Interstate Highway 15; thence West 23.92 feet;thence North 0°10'05" East 83.64 feet along the East line of a county road; thence South 69°26'.tJ1n East 160.06 feet to a point on a North South fence line; tflence South na37'00'' West 129.t:16 feet to the point of beginning. PARCEL3: Beginning North 0°10'05" East 273.16 feet along the Section line and North 90°00'00" East 418.06 feet from the West Quarter Comer of Section 12, Township 34 South, Range 9 West, 5alt lake Base anMeridian; thence North zgo21'15" East 69.69 feet; thence North 80°59'13" East 978.07 to the Northwesterly rig t-of-way line of Highway I 15;thence along the said rtght of-way hne and the arc of a 22n8.31 feet radius non-tangent OJrve to the right a distance of 203.46 feet, long chord for said curve rs South 4{}039'50" West 203.46 feet; thence South 48°08'04" West 196.43 feet along said r-15 right-of way; thence North 84°20'31" West n4.83 feet to the polnt of beginning. |
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EXHIBIT A-36 TA Ashland 1 0134 Lewiston Road Ashland, VA LEGAL DESCRIPTION 11-IAT certain parcel of lanwith improvements thereon and appurtenances belonging to such parcel, in Chickahominy District (formerly Ashland District), Hanover County, Virginia, about three miles south of the Town of Ashland on the north side of State Route 660,. (also known as Lewistown Road) at its intersection with Interstate 94 (sic), on the east side of Interstate 95, containing 25.1097 acres, described as folJows: BEGINNING at n point on a curve in the center line of Route 660, which point is 63.89' · (Delta 63 '22") plong a 572.96 1 radius curve, or on the chord N 64°]1'31,. E 63.86', from the begirming of such curve, which is N 60°59'50" E 784.6' from the center Jine intersection of Route 660 with Interstate 95; then N 37°57'50" W 31.f3' to a right-of-way monument on the new right-of-way to Route 660; then S 64°40'10'' W 69.55' to a monument on the right-of-way line to Route 660; then S 61°05'29" W 184.45' to a monument on the right-of-way line to Route 660; then S 73°21'24" W 140.58' to a monument on the right-of-way lie to Route 660 junction with the right-of-way line to Interstate Route 95; then N. 26°18'22" W. 653.01 to ll monmnent on the right-of-way line to Interstate 95; then 342.75' along a 986.79' radius curve {Delta 19°54'04", chord N 16°21'/,0" W 341.Q3') to a monument on tho right-of-woy line to Interstate 95; thence N 6°24'18" W 1244.18' along the right-of-way l_ine of Interstate 95 to a rod (comer); then S 55°02'36" E 7.45' to a. rod (comer with Willie Lewis); then S 23°36'36" E 677.75'·along a line with Willie Lewis and Nona Mobley to a rod; then N 64°58'14" E 499.36' along a line with Nona Mobley to a rod (corner with Mary Henson); then S 25°01'46, RE 135.96' along a line with Mary Henson to a rod (comer with Bessie Cole); then S 7°27'47" E 1445.49' along a line with Bessie Cole and Cabell Luck to the center line of Route 660; then westwardly along the center line of Route 660; 79.22' on a 572.96' mdius curve or S 71 0'49" W 79.14' on the chord to the point of begiMig in the center line of Route 660, os surveyed by William Hugh Redd, Certified Land Surveyor, Certificate #243, Box 292, Ashland, Virginia, on January, 1966. ALL of the above described land being the swne as follows: BEGINNING at an iron rod in the Northern line of Lewistown Road (State Route 802) a.t its intersection with the Southern line of Ramp D of Interstate Roue 95; thence from said point ofbegirming along said southern line of Ramp D, S 66°02'57" W a distance of 140.88 feet to a highway monument; thence along the Eastern line of Ramp D N 32°59'05" W a distance of 653.02 feet to an iron rod; thence along a curve to the right having a radius of 982.74 feet, a length of 341.96 feet (chord N 22°45'26" W, 340.24 feet) to a highway monument in the Eastern line of Interstate Route 95; thence along the Eastern line oflnterstate Route 95 N 12°55'59" W a distance of 12l9.89 feet to an iron rod; thence S 62°14'22" E a distance of 7.64 feet to an iron rod; thence S 30°15'25" E a distance of 672.28 feet to an angle iron; thence N 58°28'05" E a distance of 498.28 feet to an iron pipe; thence S 31°52.41" E a distance of 135.12 feet to an iron pipe; thence S 14°09'54" E a distance of 1450.81 feet to a point in the center line of Lewistown Road; thence along the center line of Lew1stown Road in a curve to the South and West having a radius of 572.96 feet and a Jengtb of 89.35 feet (chord s· 66°24'08" W 89.26 feet) to a point thence N 28°23'02" W a distance of 35.00 feet to a highway monument in tlle Northern line of Lewistown Road; thence along the Northern line of Lewistown RoadS 55°36'58" W a distance of253.59 feet to the Point of Beginning and·containing I ,095,260 square feet or 25.144 acres. |
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EXHIBIT A-37 TA Madison 5901 Highway 51 DeForest (Madison). WI Part of the Southeast Quarter of the Northeast Quarter (SE 1/4 NE 1/4) of Sect:fon Eight (8),Township Eight (8) Norttl,Range Ten (10) East,In the Town of Burke, Dane County, Wlsamsin, more particularly described as follows: Commenting on the centerline of U.S. Highway 51at the East quarter comer of said Section 8; thence West 59.0 feet to the West right-of-way of said U.S. Highway 51; thence North 0°06' East, 407.7 feet along said right-of-way to the point of beginning of this description;thence continuing North 0°06' East, 558.0 feet along said right-of-way of U.S. Highway 51; thence North 29°54 1West, 143.18 feet along the right-of-way of the U.S. Highway 51;thence North 60°06' West,178.12 feet along the right-of-way of a town road to a point of rurvature; thence on a ·curve to the left of radius 878.8 feet whose long chord bears North 73a47' West, 320.65 feet; tflence North 87°21' West,67.48 feet along the right-of-way of said town road; thence South 0°6'West, 858.94 _feet;thence South 89°54'Ea5t1600 feet to the point of beginning. |
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EXHIBIT A-38 TA Raw·Iins 1400 Higley Blvd. Rawlins. WY Legal Description All of Tract A and a portion of Tract B of the B.R.Griffin Track Stop Subdivision of the City of Raw ins, Carbon County, Wyoming, more completely described as fol owa: Beginning at the Southeat corner of said Tract A, on the Westerly right of way of Wyoming Highway 78, and which bears SBlOo'47aw, 2074.43 ft. from the East Y. corner of sec. 21, T2l.N, RB7W, Carbon Cougty, Wyoming1 Thence along a curve to the left, along the Westerly right of way of Kighway 78, and along the East line of said Tract A, an arc distance of 265.88 ft. on a radius of 1849.96 ft., through a ceatral1U1gle of 8'14'0511 , to a point, Thence N29'2S'21°W, 136.92 ft. along the Nestarly right of way of Highway 78 and along the Bast line of said Tract A to the Northeast corner of said Tract A; Thence along a non-tangent curve to_tbe right and along the Northerly line of said Tract A and B, 381.79 ft. on a radius of 1220.96 ft., th ough a cantral mngla of 1811'52, to a point which is J4.04 ft. on an arc West of the Northwest corner of said Tract A; Thenae Sl2°05'19B, 110.22 ft. parallel to the West line of. said Tr11ot A to a poiotr Tbooe N77°54'4;L11 B, 34.00 f . t;o a. point on tho Wost l a of said Tract A, OB.73 ft. South of the Northwest corner of said 'tract AI Thence Sl2°05'19°B, 240.26 ft. along the West line of said Tract A to the Southwest corner of said Tract AI Thence N17°54'41aE, 451.73 ft. along the Southerly line of said Tract A to the point of beginning, AND All of Tract C of the B.R. Griffin Truck Stop SUbdivision of the City of Rawlins, Carbon County, Wyoming AND All of Tract n·of the B.R. Griffin Truck Stop Subdiviaion of the City of Rawlins, Carbon County, Wyoming. |
EXHIBIT B
New Properties
TA Site No. |
|
Property Address |
235 |
|
8301 N. Expressway 281, Edinburg, TX 78541. |
EXHIBIT C
Petro Properties
None.
EXHIBIT D
Trade Area Restriction Waivers
TA Site No. |
|
Property Address |
397 |
|
426 Alabama Highway 69 S, Hanceville, AL 35077. |
399 |
|
2842 SE Frontage Rd., Johnstown, CO 80534. |
377 |
|
10200 Old Federal Rd., Carnesville, GA 30521. |
376 |
|
1035 W. State Road 42, Brazil, IN 47834. |
244 |
|
5884 S. Wilbur Wright Rd., New Lisbon, IN 47366. |
250 |
|
1441 W. US Hwy 20, Porter, IN 46304. |
382 |
|
4230 W. Highway 24, Remington, IN 47977. |
243 |
|
15587 M-60, Tekonsha, MI 49092. |
385 |
|
14150 Hwy 418 SW, Deming, NM 88030. |
251 |
|
1670 U.S. Hwy 601 North, Mocksville, NC 27028. |
378 |
|
98 Grove St., DuPont, PA 18641. |
253 |
|
849 Victory Hwy. West, West Greenwich, RI 02817. |
255 |
|
289 Howard Baker Hwy, Pioneer, TN 37847. |
340 |
|
101 Cornelius Road North, Hillsboro, TX 76645. |
394 |
|
110 Interstate 35 Frontage Rd., Pearsall, TX 78061. |
EXHIBIT 10.4
AMENDED AND RESTATED LEASE AGREEMENT NO. 4,
dated as of June 9, 2015,
by and between
HPT TA PROPERTIES TRUST and HPT TA PROPERTIES LLC,
AS LANDLORD,
AND
TA OPERATING LLC ,
AS TENANT
ARTICLE 1 DEFINITIONS |
|
1 |
1.1 AAA |
|
1 |
1.2 Additional Charges |
|
1 |
1.3 Additional Rent |
|
1 |
1.4 Affiliated Person |
|
1 |
1.5 Agreement |
|
2 |
1.6 Applicable Laws |
|
2 |
1.7 Arbitration Award |
|
2 |
1.8 Award |
|
2 |
1.9 Base Gross Revenues |
|
2 |
1.10 Base Year |
|
2 |
1.11 Business Day |
|
2 |
1.12 Capital Addition |
|
2 |
1.13 Capital Expenditure |
|
2 |
1.14 Capital Replacements Budget |
|
3 |
1.15 Change in Control |
|
3 |
1.16 Claim |
|
3 |
1.17 Code |
|
3 |
1.18 Commencement Date |
|
3 |
1.19 Condemnation |
|
3 |
1.20 Condemnor |
|
3 |
1.21 Consolidated Financials |
|
3 |
1.22 Default |
|
4 |
1.23 Disbursement Rate |
|
4 |
1.24 Disputes |
|
4 |
1.25 Distribution |
|
4 |
1.26 Easement Agreement |
|
4 |
1.27 Encumbrance |
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4 |
1.28 Entity |
|
4 |
1.29 Environment |
|
4 |
1.30 Environmental Obligation |
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4 |
1.31 Environmental Notice |
|
4 |
1.32 Environmental Report |
|
4 |
1.33 Event of Default |
|
4 |
1.34 Excess Gross Revenues |
|
4 |
1.35 Existing Third Party Trade Names and Service Mark Rights |
|
5 |
1.36 Extended Term |
|
5 |
1.37 Fair Market Value Rent |
|
5 |
1.38 Financial Officers Certificate |
|
5 |
1.39 Fiscal Year |
|
5 |
1.40 Fixed Component |
|
5 |
1.41 Fixed Term |
|
5 |
1.42 Fixtures |
|
5 |
1.43 GAAP |
|
5 |
1.44 Government Agencies |
|
5 |
1.45 Gross Revenues |
|
6 |
1.46 Ground Leases |
|
6 |
1.47 Guarantor |
|
6 |
1.48 Guaranty |
|
6 |
1.49 Hazardous Substances |
|
6 |
1.50 Immediate Family |
|
7 |
1.51 Impositions |
|
7 |
1.52 Indebtedness |
|
8 |
1.53 Index |
|
8 |
1.54 Insurance Requirements |
|
8 |
1.55 Interest Rate |
|
8 |
1.56 Land |
|
8 |
1.57 Landlord |
|
8 |
1.58 Landlord Default |
|
8 |
1.59 Landlord Liens |
|
9 |
1.60 Lease Year |
|
9 |
1.61 Leased Improvements |
|
9 |
1.62 Leased Intangible Property |
|
9 |
1.63 Leased Property |
|
9 |
1.64 Legal Requirements |
|
9 |
1.65 Lien |
|
9 |
1.66 Management Agreement |
|
10 |
1.67 Manager |
|
10 |
1.68 Minimum Rent |
|
10 |
1.69 New Property |
|
10 |
1.70 Notice |
|
10 |
1.71 Offer |
|
10 |
1.72 Officers Certificate |
|
10 |
1.73 Operating Rights |
|
10 |
1.74 Original Lease |
|
10 |
1.75 Other Leases |
|
10 |
1.76 Overdue Rate |
|
10 |
1.77 Parent |
|
10 |
1.78 Percentage Reduction |
|
11 |
1.79 Permitted Encumbrances |
|
11 |
1.80 Permitted Use |
|
11 |
1.81 Person |
|
11 |
1.82 Prior Rent |
|
11 |
1.83 Property |
|
11 |
1.84 Property Mortgage |
|
11 |
1.85 Property Mortgagee |
|
11 |
1.86 Real Property |
|
11 |
1.87 Rent |
|
11 |
1.88 RMR |
|
11 |
1.89 Rules |
|
11 |
1.90 SARA |
|
11 |
1.91 SEC |
|
11 |
1.92 Shell |
|
11 |
1.93 Shell Agreement |
|
11 |
1.94 Shell SNDA |
|
12 |
1.95 State |
|
12 |
1.96 Subordinated Creditor |
|
12 |
1.97 Subordination Agreement |
|
12 |
1.98 Subsidiary |
|
12 |
1.99 Successor Landlord |
|
12 |
1.100 Superior Landlord |
|
12 |
1.101 Superior Lease |
|
12 |
1.102 Superior Mortgage |
|
12 |
1.103 Superior Mortgagee |
|
12 |
1.104 TA Franchise Agreement |
|
12 |
1.105 TCA |
|
12 |
1.106 Tenant |
|
12 |
1.107 Tenants Personal Property |
|
12 |
1.108 Term |
|
13 |
1.109 Transferred Trademarks |
|
13 |
1.110 Travel Center |
|
13 |
1.111 UCC |
|
13 |
1.112 Unsuitable for Its Permitted Use |
|
13 |
1.113 Willington Rent |
|
13 |
1.114 Work |
|
13 |
ARTICLE 2 LEASED PROPERTY AND TERM |
|
13 |
2.1 Leased Property |
|
13 |
2.2 Condition of Leased Property |
|
14 |
2.3 Term |
|
15 |
2.4 Extended Terms |
|
15 |
ARTICLE 3 RENT |
|
16 |
3.1 Rent |
|
16 |
3.1.1 Minimum Rent |
|
16 |
3.1.2 Additional Rent |
|
16 |
3.1.3 Additional Charges |
|
18 |
3.2 Late Payment of Rent, Etc. |
|
20 |
3.3 Net Lease, Etc. |
|
21 |
3.4 No Termination, Abatement, Etc. |
|
21 |
ARTICLE 4 USE OF THE LEASED PROPERTY |
|
21 |
4.1 Permitted Use |
|
21 |
4.1.1 Permitted Use |
|
21 |
4.1.2 Necessary Approvals |
|
23 |
4.1.3 Lawful Use, Etc. |
|
23 |
4.2 Compliance with Legal/Insurance Requirements, Etc. |
|
23 |
4.3 Environmental Matters |
|
23 |
4.3.1 Restriction on Use, Etc. |
|
23 |
4.3.2 Environmental Report |
|
24 |
4.3.3 Underground Storage Tanks |
|
24 |
4.3.4 Survival |
|
25 |
4.4 Ground Leases |
|
25 |
4.5 Shell Agreement |
|
25 |
ARTICLE 5 MAINTENANCE AND REPAIRS |
|
26 |
5.1 Maintenance and Repair |
|
26 |
5.1.1 Tenants General Obligations |
|
26 |
5.1.2 Landlords Obligations |
|
26 |
5.1.3 Nonresponsibility of Landlord, Etc. |
|
27 |
5.2 Tenants Personal Property |
|
27 |
5.3 Yield Up |
|
28 |
5.4 Management and Franchise Agreements |
|
28 |
ARTICLE 6 IMPROVEMENTS, ETC. |
|
29 |
6.1 Improvements to the Leased Property |
|
29 |
6.2 Salvage |
|
29 |
ARTICLE 7 LIENS |
|
30 |
ARTICLE 8 PERMITTED CONTESTS |
|
30 |
ARTICLE 9 INSURANCE AND INDEMNIFICATION |
|
31 |
9.1 General Insurance Requirements |
|
31 |
9.2 Waiver of Subrogation |
|
31 |
9.3 Form Satisfactory, Etc. |
|
31 |
9.4 No Separate Insurance; Self-Insurance |
|
32 |
9.5 Indemnification of Landlord |
|
32 |
ARTICLE 10 CASUALTY |
|
33 |
10.1 Insurance Proceeds |
|
33 |
10.2 Damage or Destruction |
|
33 |
10.2.1 Damage or Destruction of Leased Property |
|
33 |
10.2.2 Partial Damage or Destruction |
|
33 |
10.2.3 Insufficient Insurance Proceeds |
|
33 |
10.2.4 Disbursement of Proceeds |
|
34 |
10.3 Damage Near End of Term |
|
35 |
10.4 Tenants Personal Property |
|
35 |
10.5 Restoration of Tenants Personal Property |
|
35 |
10.6 No Abatement of Rent |
|
35 |
10.7 Waiver |
|
35 |
ARTICLE 11 CONDEMNATION |
|
35 |
11.1 Total Condemnation, Etc. |
|
35 |
11.2 Partial Condemnation |
|
36 |
11.3 Abatement of Rent |
|
36 |
11.4 Temporary Condemnation |
|
37 |
11.5 Allocation of Award |
|
37 |
ARTICLE 12 DEFAULTS AND REMEDIES |
|
37 |
12.1 Events of Default |
|
37 |
12.2 Remedies |
|
39 |
12.3 Tenants Waiver |
|
40 |
12.4 Application of Funds |
|
40 |
12.5 Landlords Right to Cure Tenants Default |
|
41 |
ARTICLE 13 HOLDING OVER |
|
41 |
ARTICLE 14 LANDLORD DEFAULT |
|
41 |
ARTICLE 15 PURCHASE OF TENANTS PERSONAL PROPERTY |
|
42 |
ARTICLE 16 SUBLETTING AND ASSIGNMENT |
|
42 |
16.1 Subletting and Assignment |
|
42 |
16.2 Required Sublease Provisions |
|
43 |
16.3 Permitted Sublease |
|
44 |
16.4 Sublease Limitation |
|
45 |
ARTICLE 17 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS |
|
45 |
17.1 Estoppel Certificates |
|
45 |
17.2 Financial Statements |
|
45 |
ARTICLE 18 LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT |
|
46 |
18.1 Inspection |
|
46 |
18.2 Quality Control |
|
46 |
18.3 Transferred Trademarks, Registration and Maintenance |
|
46 |
18.4 Enforcement |
|
46 |
ARTICLE 19 EASEMENTS |
|
47 |
19.1 Grant of Easements |
|
47 |
19.2 Exercise of Rights by Tenant |
|
47 |
19.3 Permitted Encumbrances |
|
47 |
ARTICLE 20 PROPERTY MORTGAGES |
|
47 |
20.1 Landlord May Grant Liens |
|
47 |
20.2 Subordination of Lease |
|
48 |
20.3 Notice to Mortgagee and Superior Landlord |
|
49 |
ARTICLE 21 ADDITIONAL COVENANTS OF LANDLORD AND TENANT |
|
49 |
21.1 Prompt Payment of Indebtedness |
|
49 |
21.2 Conduct of Business |
|
49 |
21.3 Maintenance of Accounts and Records |
|
50 |
21.4 Notice of Litigation, Etc. |
|
50 |
21.5 Indebtedness of Tenant |
|
50 |
21.6 Distributions, Payments to Affiliated Persons, Etc. |
|
51 |
21.7 Prohibited Transactions |
|
51 |
21.8 Liens and Encumbrances |
|
51 |
21.9 Merger; Sale of Assets; Etc. |
|
52 |
21.10 Bankruptcy Remote Entities |
|
52 |
21.11 Trade Area Restriction |
|
52 |
ARTICLE 22 ARBITRATION |
|
52 |
ARTICLE 23 MISCELLANEOUS |
|
54 |
23.1 Limitation on Payment of Rent |
|
54 |
23.2 No Waiver |
|
55 |
23.3 Remedies Cumulative |
|
55 |
23.4 Severability |
|
55 |
23.5 Acceptance of Surrender |
|
55 |
23.6 No Merger of Title |
|
55 |
23.7 Conveyance by Landlord |
|
55 |
23.8 Quiet Enjoyment |
|
56 |
23.9 No Recordation |
|
56 |
23.10 Notices |
|
56 |
23.11 Construction |
|
57 |
23.12 Counterparts; Headings |
|
57 |
23.13 Applicable Law, Etc. |
|
57 |
23.14 Right to Make Agreement |
|
58 |
23.15 Attorneys Fees |
|
58 |
23.16 Nonliability of Trustees |
|
58 |
23.17 Original Lease |
|
58 |
AMENDED AND RESTATED LEASE AGREEMENT NO. 4
THIS AMENDED AND RESTATED LEASE AGREEMENT NO. 4 is entered into as of June 9, 2015, by and between 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 ).
W I T N E S S E T H :
WHEREAS, Landlord and Tenant (as successor by merger with TA Leasing LLC) are parties to that certain Lease Agreement, dated as of January 31, 2007, as amended (as so amended, the Original Lease ); and
WHEREAS , Landlord and Tenant wish to amend and restate the Original Lease into four (4) separate leases, add certain new properties to such four (4) separate leases and make certain other modifications thereto as herein set forth;
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, effective as of the date hereof, as follows:
ARTICLE 1
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (c) all references in this Agreement to designated Articles, Sections and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement, and (d) the words herein, hereof, hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.
1.1 AAA shall have the meaning given such term in Article 22 .
1.2 Additional Charges shall have the meaning given such term in Section 3.1.3 .
1.3 Additional Rent shall have the meaning given such term in Section 3.1.2(a) .
1.4 Affiliated Person shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other
Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).
1.5 Agreement shall mean this Amended and Restated Lease Agreement No. 4, including all exhibits attached hereto, as it and they may be amended from time to time as herein provided.
1.6 Applicable Laws shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, conservation of, or the protection of, real or personal property, Transferred Trademarks or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.
1.7 Arbitration Award shall have the meaning given such term in Article 22 .
1.8 Award shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).
1.9 Base Gross Revenues shall mean, with respect to any Property, the amount of Gross Revenues for such Property for the Base Year.
1.10 Base Year shall mean the 2015 calendar year.
1.11 Business Day shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.
1.12 Capital Addition shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.
1.13 Capital Expenditure shall mean any expenditure treated as capital in nature in accordance with GAAP.
1.14 Capital Replacements Budget shall have the meaning given such term in Section 5.1.1(b) .
1.15 Change in Control shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any other Person (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c) or (d) of this definition), (c) any one or more sales or conveyances to any Person of all or any material portion of its assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, as the case may be, or (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on January 31, 2007) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor, as the case may be, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the board of directors of Tenant or any Guarantor then in office.
1.16 Claim shall have the meaning given such term in Article 8 .
1.17 Code shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.
1.18 Commencement Date shall mean the date hereof.
1.19 Condemnation shall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.
1.20 Condemnor shall mean any public or quasi-public Person, having the power of Condemnation.
1.21 Consolidated Financials shall mean, for any Fiscal Year or other accounting period of TCA, annual audited and quarterly unaudited financial statements of TCA prepared on a consolidated basis, including TCAs consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the
corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.
1.22 Default shall mean any event or condition which with the giving of notice and/or lapse of time would be an Event of Default.
1.23 Disbursement Rate shall mean an annual rate of interest, as of the date of determination, equal to the greater of (i) the Interest Rate and (ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred fifty (350) basis points.
1.24 Disputes shall have the meaning given such term in Article 22 .
1.25 Distribution shall mean (a) any declaration or payment of any dividend (except ordinary cash dividends payable in common stock or other equity interests of Tenant) on or in respect of any shares of any class of capital stock or other equity interests of Tenant, (b) any purchase, redemption, retirement or other acquisition of any shares of any class of capital stock of a corporation, (c) any other distribution on or in respect of any shares of any class of capital stock of Tenant or (d) any return of capital to shareholders.
1.26 Easement Agreement shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .
1.27 Encumbrance shall have the meaning given such term in Section 20.1 .
1.28 Entity shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.
1.29 Environment shall mean soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.
1.30 Environmental Obligation shall have the meaning given such term in Section 4.3.1 .
1.31 Environmental Notice shall have the meaning given such term in Section 4.3.1 .
1.32 Environmental Report shall have the meaning given such term in Section 4.3.2 .
1.33 Event of Default shall have the meaning given such term in Section 12.1 .
1.34 Excess Gross Revenues shall mean, with respect to any Property, with respect to any Lease Year, or portion thereof, the amount of Gross Revenues for such Property for such
Lease Year, or portion thereof, in excess of Base Gross Revenues for such Property for the equivalent period during the Base Year.
1.35 Existing Third Party Trade Names and Service Mark Rights shall mean the rights as set forth in any TA Franchise Agreement in effect as of January 31, 2007 licensed to third parties in the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto which constitute a part of the Transferred Trademarks.
1.36 Extended Term shall have the meaning given such term in Section 2.4 .
1.37 Fair Market Value Rent shall mean the per annum minimum rent which would be payable monthly in advance for the applicable Property or the Leased Property (as the case may be) in its then current condition and for its then current use, on the terms and conditions of this Agreement (including, without limitation, the obligation to pay Additional Rent).
1.38 Financial Officers Certificate shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.
1.39 Fiscal Year shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.
1.40 Fixed Component shall have the meaning given such term in Section 4.4.
1.41 Fixed Term shall have the meaning given such term in Section 2.3 .
1.42 Fixtures shall have the meaning given such term in Section 2.1(d) .
1.43 GAAP shall mean generally accepted accounting principles consistently applied.
1.44 Government Agencies shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Travel Center operated thereon.
1.45 Gross Revenues shall mean, with respect to any Property, for each Fiscal Year during the Term, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all goods sold, services performed, space or facilities subleased on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: allowances according to GAAP for uncollectible accounts, including credit card accounts and other administrative discounts; federal, state or municipal excise, sales, use, occupancy or similar taxes included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Travel Center located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; interest income from any bank account or investment of Tenant; any revenues or receipts of every kind derived from the provision, sale or trade of motor fuel and gasoline at such Property (including, without limitation, any amounts that arise out of the Shell Agreement); any revenues or receipts derived from gaming operations (but Gross Revenues shall include any revenue or receipts derived from sales of lottery tickets without adjustment for payouts); or any amount based on the income or profits of any Person if as a consequence thereof the Rent or other amounts payable by Tenant hereunder would fail to qualify, in whole or in part, as rents from real property within the meaning of Section 856(d) of the Code.
1.46 Ground Leases shall mean, collectively, any and all ground leases in effect with respect to any portion of the Real Property.
1.47 Guarantor shall mean, collectively, TCA, TravelCenters of America Holding Company LLC, and each and every other guarantor of Tenants obligations under this Agreement, and each such guarantors successors and assigns, jointly and severally.
1.48 Guaranty shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenants obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.
1.49 Hazardous Substances shall mean any substance:
(a) the presence of which requires or may hereafter require notification, investigation or remediation under any Applicable Law; or
(b) which is or becomes defined as a hazardous waste, hazardous material or hazardous substance or pollutant or contaminant under any Applicable Law including, without limitation, the Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or
(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Agencies; or
(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons; or
(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or
(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or
(g) without limitation, which contains or emits radioactive particles, waves or material.
1.50 Immediate Family shall mean, with respect to any individual, such individuals spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.
1.51 Impositions shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, occupancy, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted upon the Leased Property by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlords interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term Impositions shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Property Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same
relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3 , (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a United States person as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlords conduct or operation or as a result of the negligence or willful misconduct of Landlord.
1.52 Indebtedness shall mean (without duplication), (i) all obligations for borrowed money, (ii) the maximum amount available to be drawn under all surety bonds, letters of credit and bankers acceptances issued or created for the account of Tenant and, without duplication, all unreimbursed drafts drawn thereunder, (iii) all obligations to pay the deferred purchase price of property or services, excluding trade payables incurred in the ordinary course of business, but including all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by Tenant, (iv) all leases required, in accordance with GAAP, to be recorded as capital leases on Tenants balance sheet, (v) the principal balance outstanding and owing by Tenant under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, and (vi) all guaranties of or other liabilities with respect to the debt of another Person.
1.53 Index shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S., All Items, 1982-1984=100. The Index is presently published by the Bureau of Labor Statistics of the United States Department of Labor. If publication of the Index ceases, computations with respect to which the Index is to be applied shall be computed on the basis of whatever index published by the United States Department of Labor at that time is most nearly comparable. If the Index ceases to use 1982-84=100 as the basis of calculation, then the Index shall be converted to the amount(s) that would have resulted had the manner of calculating the Index in effect at the Commencement Date.
1.54 Insurance Requirements shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.
1.55 Interest Rate shall mean eight and one half percent (8.5%) per annum.
1.56 Land shall have the meaning given such term in Section 2.1(a) .
1.57 Landlord shall have the meaning given such term in the preambles to this Agreement and shall also include their respective permitted successors and assigns.
1.58 Landlord Default shall have the meaning given such term in Article 14 .
1.59 Landlord Liens shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that Landlord Lien shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.
1.60 Lease Year shall mean any Fiscal Year or portion thereof during the Term.
1.61 Leased Improvements shall have the meaning given such term in Section 2.1(b) .
1.62 Leased Intangible Property shall mean all agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits and telephone exchange numbers identified with the Leased Property; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.
1.63 Leased Property shall have the meaning given such term in Section 2.1 .
1.64 Legal Requirements shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlords status as a real estate investment trust.
1.65 Lien shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.
1.66 Management Agreement shall mean, with respect to any Property, any operating, management, franchise or branding agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto, excluding, however, any TA Franchise Agreement.
1.67 Manager shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.
1.68 Minimum Rent shall mean Forty Million Three Hundred Thirty-Six Thousand Four Hundred Fifty-Eight Dollars ($40,336,458) per annum, subject to adjustment as provided in Section 3.1.1(b) .
1.69 New Property shall mean each Property identified on Exhibit B attached hereto.
1.70 Notice shall mean a notice given in accordance with Section 23.10 .
1.71 Offer shall have the meaning given such term in Section 4.1.1(b) .
1.72 Officers Certificate shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.
1.73 Operating Rights shall have the meaning given such term in Section 5.3 .
1.74 Original Lease shall have the meaning given such term in the recitals to this Agreement.
1.75 Other Leases shall mean, collectively, (a) that certain Amended and Restated Lease Agreement No. 1, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (b) that certain Amended and Restated Lease Agreement No. 2, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto and (c) that certain Amended and Restated Lease Agreement No. 3, dated as of the date hereof, between Landlord and Tenant, together with all modifications, amendments and supplements thereto.
1.76 Overdue Rate shall mean, on any date, a per annum rate of interest equal to the lesser of the Disbursement Rate plus four percent (4%) and the maximum rate then permitted under applicable law.
1.77 Parent shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.
1.78 Percentage Reduction shall be eight and one-half percent (8.5%) other than for any New Property, as to which the Percentage Reduction shall be eight and six tenths percent (8.6%).
1.79 Permitted Encumbrances shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owners or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.
1.80 Permitted Use shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .
1.81 Person shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.
1.82 Prior Rent shall have the meaning given such term in Section 2.4 .
1.83 Property shall have the meaning given such term in Section 2.1 .
1.84 Property Mortgage shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .
1.85 Property Mortgagee shall mean the holder of any Property Mortgage.
1.86 Real Property shall have the meaning given such term in Section 2.1 .
1.87 Rent shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.
1.88 RMR shall have the meaning given such term in Article 22 .
1.89 Rules shall have the meaning given such term in Article 22 .
1.90 SARA shall mean the Superfund Amendments and Reauthorization Act of 1986, as the same has been and may be amended, restated, modified or supplemented from time to time.
1.91 SEC shall mean the Securities and Exchange Commission.
1.92 Shell shall mean Equilon Enterprises LLC (doing business as Shell Oil Products US), a Delaware limited liability company.
1.93 Shell Agreement shall mean that certain Liquefied Natural Gas Dispensing Site License and Sales Agreement, dated as of April 15, 2013, between Tenant and Shell, together with all modifications, amendments and supplements thereto.
1.94 Shell SNDA shall have the meaning given such term in Section 4.5.
1.95 State shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.
1.96 Subordinated Creditor shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.
1.97 Subordination Agreement shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenants obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenants obligations to Landlord under this Agreement.
1.98 Subsidiary shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).
1.99 Successor Landlord shall have the meaning given such term in Section 20.2 .
1.100 Superior Landlord shall have the meaning given such term in Section 20.2 .
1.101 Superior Lease shall have the meaning given such term in Section 20.2 .
1.102 Superior Mortgage shall have the meaning given such term in Section 20.2 .
1.103 Superior Mortgagee shall have the meaning given such term in Section 20.2 .
1.104 TA Franchise Agreement shall mean a franchise agreement and, if applicable, any network lease agreement associated with such franchise agreement, between TCA, or one of its Affiliated Persons, as franchisor, and a Person who is not an Affiliated Person of TCA, as franchisee, for the operation of a Travel Center or other hospitality, fuel and/or service facility by such Person.
1.105 TCA shall mean TravelCenters of America LLC, a Delaware limited liability company, and its permitted successors and assigns.
1.106 Tenant shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.
1.107 Tenants Personal Property shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant acquired by Tenant before, on or after the Commencement Date and located at the Leased Property or used in Tenants business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definition of Fixtures.
1.108 Term shall mean, collectively, the Fixed Term and each Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.
1.109 Transferred Trademarks shall mean all trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, owned by or licensed to Landlord and used in connection with any Travel Center or any other hospitality, fuel and service facility including without limitation trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, such as TravelCenters of America, TA, Goasis, Country Pride, Fork in the Road and Buckhorn Family Restaurants whether or not used at or on the Real Property; and all other licensable intellectual property of any kind or character belonging to Landlord with respect to the Leased Property.
1.110 Travel Center shall mean, with respect to any Property, collectively, the hospitality, fuel and service facilities located at such Property, including, hotel, food and beverage services facilities, fuel pumps, facilities for the storage and distribution of petroleum products, retail shops and other facilities and services being operated or proposed to be operated on such Property.
1.111 UCC shall mean the Uniform Commercial Code as in effect in the State of Ohio.
1.112 Unsuitable for Its Permitted Use shall mean, with respect to any Travel Center, a state or condition such that following any damage, destruction or Condemnation, such Travel Center cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage, destruction or Condemnation, and as otherwise required by this Agreement, within twenty-four (24) months following such damage, destruction or Condemnation or such longer period of time as to which business interruption insurance or Award proceeds is available to cover Rent and other costs related to the applicable Property following such damage, destruction or Condemnation.
1.113 Willington Rent shall have the meaning given such term in Section 4.4 .
1.114 Work shall have the meaning given such term in Section 10.2.4 .
ARTICLE 2
LEASED PROPERTY AND TERM
2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases and licenses to Tenant and Tenant leases and licenses from Landlord all of Landlords right, title and interest in and to all of the following (each of items (a) through (f) below which, as of the Commencement Date, relates to any single Travel Center, a Property and together with item (g) below, collectively, the Leased Property , and those portions of the Leased Property described in items (a) through (d) below being the Real Property ):
(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-36 , attached hereto and made a part hereof (the Land );
(b) all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the Leased Improvements );
(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;
(d) all equipment, machinery and fixtures integral to the operation of the Leased Improvements, and other items of property now or hereafter permanently affixed or integral to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenants Personal Property (collectively, the Fixtures );
(e) all of the Leased Intangible Property;
(f) any and all leases of space in the Leased Improvements; and
(g) all of the Transferred Trademarks whether or not used at or on any Property (such rights of Tenant in the Transferred Trademarks being nonexclusive, worldwide, non-assignable but sublicensable to the extent expressly set forth in this Agreement).
2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its as is condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the Commencement Date or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORDS AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO
ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlords rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlords or Tenants name, all at Tenants sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys fees) incurred by Landlord in connection with such cooperation.
2.3 Term . The initial term of this Agreement (the Fixed Term ) shall commence on the Commencement Date and shall expire on December 31, 2030.
The term hereof with respect to the Existing Third Party Trade Names and Service Mark Rights shall be co-terminous with the duration of the third party rights thereto as of January 31, 2007 and may extend beyond the Term, as the same may be extended pursuant to Paragraph 2.4 hereof, or any earlier termination of the Term hereof (but not later than December 31, 2027), and Tenants obligations hereunder to Landlord with respect to any such Existing Third Party Trade Names and Service Mark Rights shall apply throughout such additional period as if it were part of the Term; Tenant hereby representing that such extension for the period beyond what would have been the Term had it expired by passage of time does not apply to more than five (5) Travel Centers or other hospitality, fuel and service facilities in the aggregate.
2.4 Extended Terms . Tenant shall have the right to extend the Term for two (2) renewal terms of fifteen (15) years each (each, an Extended Term ), provided that no Event of Default shall have occurred and be continuing at the time Tenant exercises a right to extend the Term.
If and to the extent Tenant shall exercise the foregoing options to extend the Term, the first Extended Term shall commence on January 1, 2031 and expire on December 31, 2045 and the second Extended Term shall commence on January 1, 2046 and expire on December 31, 2060. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that (x) the Minimum Rent payable during such Extended Term shall be the greater of the Prior Rent and the Fair Market Value Rent for the Leased Property (such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord) (taking into account that the Base Year shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2060. For purposes of this Section 2.4, Prior Rent shall mean an amount equal to the per annum Minimum Rent in effect on the last day of the Fixed Term or Extended Term immediately preceding such Extended Term. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than December 31, 2029, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2044, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such
Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlords option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.
ARTICLE 3
RENT
3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.
3.1.1 Minimum Rent
(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.
(b) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed.
3.1.2 Additional Rent
(a) Amount . Tenant shall pay additional rent ( Additional Rent ) with respect to each Lease Year during the Term subsequent to the Base Year, with respect to each Property, in an amount equal to three percent (3%) of Excess Gross Revenues at such Property.
(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears, on the first Business Day of the subsequent quarter, together
with an Officers Certificate setting forth the calculation of Additional Rent due and payable for such quarter.
(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such report is true, correct and complete, and (ii) a statement showing Tenants calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such statement is true, correct and complete.
If the annual Additional Rent for such preceding Lease Year as set forth in Tenants statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.
(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenants books and records and/or to retain an independent public accounting firm of Landlords choice to audit the information set forth in the Officers Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenants books and records with respect thereto (including supporting data and sales and excise tax
returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officers Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenants business operations. If any such review of Tenants books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlords option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22 .
Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.
3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and
discharge (or cause to be discharged) as and when due and payable the following (collectively, Additional Charges ):
(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlords net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .
Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided , however , that Landlords failure to give any such notice shall in no way diminish Tenants obligation hereunder to pay such Impositions.
(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.
(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .
(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, all amounts payable under any equipment leases and all agreements to indemnify Landlord under Section 9.5 .
(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement, Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.
(f) Deferral Rent . Tenant shall pay to Landlord, contemporaneously with the last installment of Minimum Rent attributable to the Fixed Term (or if earlier, on or before the termination of this Agreement), the amount of Twenty-One Million Two Hundred Thirty-Two Thousand Nine Hundred Eleven Dollars ($21,232,911).
3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent or Additional Rent or any Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid on its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment or amount to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Property Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.
In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost which is added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Agreement or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Additional Rent.
3.3 Net Lease, Etc. The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent. Landlord and Tenant acknowledge and agree that none of the Rent provided for under this Agreement is allocable to any personal property included in the Leased Property.
3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation; (b) the lawful or unlawful prohibition of, or restriction upon, Tenants use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.
ARTICLE 4
USE OF THE LEASED PROPERTY
4.1 Permitted Use
4.1.1 Permitted Use
(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name TA, Travel Centers of America or Goasis, or such other name as TCA shall use for all or
substantially all of the travel center locations operated by it and its Affiliated Persons as of January 31, 2007, except that Tenant may operate the Travel Centers at the Properties identified on Exhibit C attached hereto under the name Petro or Petro Stopping Centers. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriters regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.
(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided , however , in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an Offer ) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlords option (x) the applicable Percentage Reduction of the projected net proceeds determined by reference to such Offer or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated
by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this Section 4.1.1(b) with respect to more than 15 Properties in the aggregate under this Agreement and the Other Leases during the Term. For purposes of the preceding sentence, Properties shall include any Property under this Lease and any Property (as defined therein) under any Other Lease.
4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Travel Center located thereon under applicable law.
4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to, use or suffer or permit the use of any Property or Tenants Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Travel Center, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (i) may materially and adversely impair Landlords or Tenants title thereto or to any portion thereof, or (ii) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.
4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (i) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (ii) perform (or cause to be performed) in a timely fashion all of Landlords obligations under any ground lease affecting any Property except as provided in Section 4.4 and (iii) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, permits and other authorizations and agreements required for any use of any Property and Tenants Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.
4.3 Environmental Matters .
4.3.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store on, release or spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly (and shall direct any Manager to promptly): (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Law, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any
Manager or their respective agents or representatives with respect to Hazardous Substances or violations or alleged violations of Applicable Law (each an Environmental Notice ), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Law and/or presents a material risk of any material cost, expense, loss or damage (an Environmental Obligation ), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, storage, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use, storage or maintenance, or requiring the removal, treatment, containment or other disposition of Hazardous Substances, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related to Hazardous Substances or violations of Applicable Law for which Tenant or any Person claiming by, through or under Tenant and/or Landlord are legally liable, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.
If, at any time prior to the termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on any Property, subject to Tenants right to contest the same in accordance with Article 8 , Tenant shall take (and shall cause to be taken) all actions and incur any and all expenses, as are required by any Government Agency and by Applicable Law, (i) to clean up and remove from and about such Property all Hazardous Substances thereon, (ii) to contain and prevent any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property and (iii) to use good faith efforts to eliminate any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property.
4.3.2 Environmental Report . Tenant shall, at its sole cost and expense, provide Landlord with an Environmental Report (as hereinafter defined), prepared by an environmental consultant reasonably acceptable to Landlord and dated within sixty (60) days of the expiration or sooner termination of this Agreement concluding, subject to customary limitations and standards, that Tenant shall have complied with all of its obligations under Section 4.3 of this Agreement to date and that the Leased Property does not contain any Hazardous Substances, other than in compliance with Applicable Laws, and which, at Landlords request, Tenant shall remove from the Leased Property on or before the expiration or sooner termination hereof. An Environmental Report shall be a so-called Phase I report or such other level of investigation which shall be the standard of diligence in the purchase or lease of similar property at the time, together with any additional investigation and report which would be needed to make the conclusions required above or which would customarily follow any discovery contained in any initial report(s), and for which the investigation and testing on which the conclusions shall have been based shall have been performed not earlier than thirty (30) days prior to the date of such report.
4.3.3 Underground Storage Tanks . It is expressly understood and agreed that Tenants obligations under this Agreement shall include the maintenance and, if necessary, replacement of underground storage tanks at the Leased Property. Upon the expiration or sooner termination of this Agreement, Tenant shall pay to Landlord the amount of any asset retirement
obligation reserve for underground storage tanks located at the Leased Property that Tenant would be required to recognize on its books and records pursuant to GAAP if Tenant owned those underground storage tanks. Upon such payment, Tenants obligations under this Agreement with respect to the maintenance and replacement of underground storage tanks shall terminate.
4.3.4 Survival . The provisions of this Section 4.3 shall survive the expiration or sooner termination of this Agreement.
4.4 Ground Leases . Tenant shall pay and perform all of Landlords obligations as tenant under the Ground Leases, except that (a) Landlord shall pay the basic and minimum rent and percentage rent due under the Ground Lease for the Willington Travel Center (and Tenant shall reasonably cooperate with Landlord in providing timely information and computations for purposes of computing such rent under such Ground Lease) and (b) Tenant shall, during the term of such Ground Lease, pay to Landlord, monthly in advance, the Willington Rent. The Willington Rent shall be the sum of (i) all the payments required under Section 5(a) of such Ground Lease on account of debt service, including without limitation, amounts described in Section 5(a)(iii) thereof (it being understood that if such debt service or any component thereof is ever determined on the basis of a formula not compliant with Section 856(d)(2) of the Code, then the parties shall renegotiate a compliant substitute for the amounts described under this clause (i)), plus (ii) the Fixed Component which initially shall be Ninety-Eight Thousand Eight Hundred Ninety-Four and Twenty-One Hundredths Dollars ($98,894.21) per month as of the Commencement Date and which shall increase annually on each October 1 to be the product of the Fixed Component for the month prior to the increase multiplied by the sum of 1 plus the percentage increase (if any) in the Index (expressed as a decimal) during the year preceding the increase. To the extent the Index shall decrease during any such prior year, the Fixed Component shall remain unchanged.] If Landlord has the right, under the provisions of any of the Ground Leases, to elect to renew or extend the term of such Ground Leases or to purchase the ground leased property, Tenant shall so notify Landlord at least one hundred eighty (180) days (but no more than one (1) year) prior to the expiration of the period within which Landlord is obligated to notify the landlord under such Ground Leases of its election to renew, extend or purchase, as the case may be. Such notice from Tenant shall contain all of the relevant facts about the impending election to renew, extend or purchase, including, as applicable, the length of the period of renewal, the rental rate and/or the purchase price. In the event of the expiration or termination of any Ground Lease, this Agreement shall terminate with respect to such Property as of the date of such expiration or termination; provided , however , in such event, there shall be no reduction in the Minimum Rent. Landlord shall provide Tenant copies of notices received by Landlord from the lessor under any Ground Lease.
4.5 Shell Agreement . Tenant shall comply with its obligations under the Shell Agreement and Landlord and Tenant agree that this Agreement and the Other Leases shall, for purposes of Section 2 of the Subordination, Non-Disturbance and Attornment Agreement among Landlord, HPT PSC Properties Trust, HPT PSC Properties LLC, Tenant and Shell entered into as of April 15, 2013 ( Shell SNDA )in connection with the Shell Agreement, constitute a replacement Lease, as defined in the SNDA, for the Original Lease.
ARTICLE 5
MAINTENANCE AND REPAIRS
5.1 Maintenance and Repair
5.1.1 Tenants General Obligations
(a) Tenant shall keep (or cause to be kept), at Tenants sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenants Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenants or any Managers use, any prior use, the elements or the age of the Leased Property or Tenants Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Travel Centers in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenants use, occupancy and maintenance of the Leased Property shall comply with all published requirements imposed from time to time on a system-wide basis for TCA Travel Centers. Tenants obligations under this Section 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in Article 10 and Article 11 and Tenants obligations with respect to Hazardous Substances are as set forth in Section 4.3 .
(b) Tenant shall prepare and submit to Landlord for Landlords approval, on or before December 1 of each Lease Year during the Term hereof and for the next following Lease Year, a detailed budget (the Capital Replacements Budget ) for each Property, projecting all costs, expenses and expenditures expected to be incurred at such Property during the following Lease Year for Capital Additions. Each Capital Replacements Budget shall be supplemented by such information as Landlord shall reasonably request from time to time.
5.1.2 Landlords Obligations
(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the
maximum extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect on the Commencement Date or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanics lien laws now or hereafter existing.
(b) If, pursuant to the terms of this Agreement, Tenant is required to make any Capital Expenditures, including, without limitation, the Capital Expenditures identified in any Capital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required Capital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenants obligation to make such required Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such Capital Expenditure.
5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased Property or on Landlords interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.
Nothing contained in this Agreement shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the performance of any labor or the furnishing of any materials for any alteration, addition, improvement or repair to the Leased Property or any part thereof or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Leased Property or any part thereof nor to subject Landlords estate in the Leased Property or any part thereof to liability under any mechanics lien law of any State in any way, it being expressly understood Landlords estate shall not be subject to any such liability.
5.2 Tenants Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenants Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after January 31, 2007, Tenant acquires an interest in any item of
tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenants rights and obligations under such agreement upon Landlords purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Travel Center by Landlord or its designee.
5.3 Yield Up . Upon the expiration or sooner termination of this Agreement, Tenant shall remove all of Tenants Personal Property (other than that purchased by Landlord pursuant to Article 15 ) and vacate and surrender the Leased Property to Landlord (except that Tenant shall not surrender its rights to use the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, to the extent necessary for it to comply with its obligations with respect to the Existing Third Party Trade Names and Service Mark Rights until the various dates on which the rights thereto of such third parties expire, to the extent and as more particularly described in Section 2.3 ) in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 , excepted).
In addition, upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlords sole cost and expense, use its good faith efforts to transfer (or cause to be transferred) to Landlord or its nominee, and cooperate with Landlord or Landlords nominee in connection with the processing of all applications for, licenses, operating permits and other governmental authorizations and all contracts, including contracts with Government Agencies and rights with third party franchisors which may be necessary for the use and operation of the Travel Centers as then operated (all such licenses, permits, authorizations and contracts being Operating Rights ). Tenant hereby appoints Landlord as its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this paragraph and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with Government Agencies, and executing any instruments, assignments, conveyances, and other transfers which are required to be taken or executed by Tenant, on its behalf and in its name, which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution of Tenant.
If requested by Landlord, Tenant shall continue to manage one or more of the Travel Centers after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms (including receipt by Tenant of a market management fee), as Landlord shall reasonably request.
5.4 Management and Franchise Agreements . Tenant shall not, without Landlords prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to Tenants Affiliated Persons), enter into, amend or modify the provisions of, or extend or renew (or allow to be entered into, amended, modified, extended or renewed) any Management Agreement or TA Franchise Agreement. Any agreements entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter
alia , that all amounts due from Tenant thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due from it thereunder) and for termination thereof, at Landlords option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action or consent under, any Management Agreement or TA Franchise Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord. Tenant shall enforce, or cause to be enforced, all rights of the franchisor under the TA Franchise Agreements.
ARTICLE 6
IMPROVEMENTS, ETC.
6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlords prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officers Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property or with respect to any Capital Addition approved in the applicable Capital Replacements Budget and having an aggregate cost not to exceed $250,000. Prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any such proposed improvement and shall provide to Landlord such plans and specifications, and such permits, licenses, contracts and such other information concerning the same as Landlord may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenants proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed improvement shall be deemed to constitute approval of the same. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such proposed improvement and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenants interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlords sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.
6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.
ARTICLE 7
LIENS
Subject to Article 8 , Tenant shall use its best efforts not, directly or indirectly, to create or allow to remain and shall promptly discharge (or cause to be discharged), at its expense, any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property, or any portion thereof, or Tenants leasehold interest therein or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and other encumbrances which are consented to in writing by Landlord, (c) liens for those taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases permitted by Article 16 , (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 8 , (f) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable or are for sums that are being contested in accordance with Article 8 , (g) any Property Mortgages or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.
ARTICLE 8
PERMITTED CONTESTS
Tenant shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, Claims ) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenants obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any ground lease, mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such ground lease, mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8 ) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or
cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.
ARTICLE 9
INSURANCE AND INDEMNIFICATION
9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Lease Year, and shall submit such proposal to Landlord on or before December 1 st of the preceding Lease Year, for Landlords review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.
9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.
9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holders rating of no less than A in Bests latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Five Hundred Thousand Dollars ($500,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of workers compensation insurance coverage, shall name Landlord and any Property Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and workers compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid and shall deliver (or cause to be delivered) policies or certificates thereof to Landlord prior to their effective date (and, with respect to any renewal policy, prior to the expiration of the existing policy). All such policies shall provide Landlord (and any Property Mortgagee if required by the same) thirty (30)
days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Property Mortgagee at the times required, Landlord shall have the right, upon Notice to Tenant, but not the obligation, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.
9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Property Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure).
9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlords gross negligence or willful misconduct: (a) any accident or injury to, or death of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way during the Term, (b) any past, present or future condition or use, misuse, non-use, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property, Tenants Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties relating to any Property or portion thereof or Tenants Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof, including failure to perform obligations under this Agreement, to which Landlord is made a party during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.3.1 ), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlords prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 shall survive the termination of this Agreement.
ARTICLE 10
CASUALTY
10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance or insurance proceeds for Tenants Personal Property) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such losses may be adjusted without Landlords consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of Section 10.2.4 . Any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .
10.2 Damage or Destruction
10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Travel Center located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property, Landlord shall be entitled to retain the insurance proceeds payable on account of such damage, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Travel Center, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor, and the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the total amount received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Travel Center located thereon is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Travel Center as provided in Section 10.2.4 .
10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Travel Center exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if
Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable in Landlords sole discretion by Notice to Tenant, given within sixty (60) days after Tenants notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.
10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the Work ), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (i) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ii) general contractors estimates, (iii) architects certificates, (iv) conditional lien waivers of general contractors, if available, (v) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (vi) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing the amount thereof with Landlord and (vii) such other certificates as Landlord may, from time to time, reasonably require.
Landlords obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Property Mortgagee to Landlord.
Tenants obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).
10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Travel Center thereon rendered Unsuitable for Its Permitted Use.
10.4 Tenants Personal Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenants Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenants Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenants Personal Property.
10.5 Restoration of Tenants Personal Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenants Personal Property, or (b) replace such alterations and improvements and Tenants Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.
10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.
10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.
ARTICLE 11
CONDEMNATION
11.1 Total Condemnation, Etc. If either (i) the whole of any Property shall be taken by Condemnation or (ii) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 . Upon payment to Landlord of any such Award, the Minimum Rent shall be reduced by, at Landlords option, (x) the applicable Percentage Reduction of the amount of such Award received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.
11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlords sole election by Notice to Tenant given within sixty (60) days after Tenants Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .
Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (b) general contractors estimates, (c) architects certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlords obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Property Mortgage, and the release of such Award by the applicable Property Mortgagee. Tenants obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Property Mortgagee to Landlord.
11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenants obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain
unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.
11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenants interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. The entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.
11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenants leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenants Personal Property, the taking of Capital Additions paid for by Tenant and Tenants removal and relocation expenses shall be the sole property of and payable to Tenant. In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.
ARTICLE 12
DEFAULTS AND REMEDIES
12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:
(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due and should such failure continue for a period of five (5) Business Days after Notice thereof from Landlord to Tenant; or
(b) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clause (a) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such
default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or
(c) should any obligation of Tenant or any Guarantor in respect of any Indebtedness of Ten Million Dollars ($10,000,000) or more for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or
(d) should an event of default occur and be continuing beyond the expiration of any applicable cure period under any Guaranty; or
(e) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or
(f) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenants or any Guarantors debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or
(g) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or
(h) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give Notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or
(i) should there occur any direct or indirect Change in Control of Tenant or any Guarantor, except as otherwise permitted by Article 16 ; or
(j) should there occur any Event of Default (as defined therein) under any Other Lease.
then, and in any such event, Landlord, in addition to all other remedies available to it, may terminate this Agreement with respect to any or all of the Leased Property (except with respect to any Existing Third Party Trade Names and Service Mark Rights to the extent and as more particularly described in Section 2.3) by giving Notice thereof to Tenant and upon the expiration of the time, if any, fixed in such Notice, this Agreement shall terminate with respect to all or the designated portion of the Leased Property and all rights of Tenant under this Agreement with respect thereto shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenants breach of this Agreement.
Upon the termination of this Agreement in connection with any Event of Default, Landlord may, in addition to any other remedies provided herein (including the rights set forth in Section 5.3 ), enter upon the Real Property, or any portion thereof and take possession thereof, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord).
12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent and Additional Charges to be reasonably calculated by Landlord) which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.
At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages beyond the date of such termination, at Landlords election, Tenant shall pay to Landlord an amount equal to the present value (as reasonably determined by Landlord using a discount rate equal to five percent (5%) per annum) of the excess, if any, of the Rent and other charges which would be payable hereunder from the date of such termination (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Additional Rent and Additional Charges would be the same as payments required for the immediately preceding twelve calendar months, or if less than twelve calendar months have expired since the Commencement Date, the payments required for such lesser period projected to an annual amount) for what would be the then unexpired term of this Agreement if
the same remained in effect, over the fair market rental for the same period. Nothing contained in this Agreement shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.
In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may, (a) relet the Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlords option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) may make such reasonable alterations, repairs and decorations in the Leased Property, or any portion thereof, as Landlord, in its sole and absolute discretion, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to relet all or any portion of the Leased Property, or, in the event that the Leased Property is relet, for failure to collect the rent under such reletting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.
Notwithstanding anything to the contrary set forth in this Agreement, if an Event of Default shall be triggered solely with respect to any of Sections 3.1.2(c) , 3.1.2(d) , 5.4 , 9.5(d) , 12.1(c) , 12.1(d) , 12.1(i) , 17.2(a) , 17.2(b) , 21.1 , 21.3 , 21.4 or 21.9 (and not with respect to any other Section of this Agreement), in no event shall the damages recovered by Landlord pursuant to this Agreement exceed an amount equal to the sum of (i) the present value (as reasonably determined by Landlord using a discount rate equal to eleven and two tenths percent (11.2%) per annum) of the Minimum Rent which would be payable hereunder from the date of such termination for what would be the then unexpired Term of this Agreement if the same remained in effect; and (ii) all amounts due and unpaid under this Agreement as of the date of the occurrence of the Event of Default.
12.3 Tenants Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.
12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenants current and past due obligations under this Agreement in such order
as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.
12.5 Landlords Right to Cure Tenants Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Real Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlords sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.
ARTICLE 13
HOLDING OVER
Any holding over by Tenant after the expiration or sooner termination of this Agreement shall be treated as a daily tenancy at sufferance at a rate equal to two (2) times the Minimum Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions set forth in this Agreement, to the extent applicable. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Agreement.
ARTICLE 14
LANDLORD DEFAULT
If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenants obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a Landlord Default by a second Notice to Landlord and to such Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenants invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by
Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.
If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlords Notice of dispute, either may submit the matter for resolution in accordance with Article 22 .
ARTICLE 15
PURCHASE OF TENANTS PERSONAL PROPERTY
Landlord shall have the option to purchase Tenants Personal Property and any other property of any of Tenants subtenants which are Affiliated Persons of Tenant and which is used in connection with the operation of any Travel Center, at the expiration or sooner termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed such as equipment leases, conditional sale contracts and other encumbrances securing such liabilities to which such Personal Property or property of such subtenant is subject. In addition, upon the expiration or sooner termination of this Agreement, Landlord shall have the right (i) to require Tenant or any Affiliated Person of Tenant to grant a perpetual license to Landlord or its nominee all software programs and similar intellectual property owned or licensed by Tenant or any such Affiliated Person used at the Travel Centers for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed, and (ii) to offer employment to any and all employees of Tenant and any Affiliated Person of Tenant employed at the Travel Centers. Tenant shall cause each Affiliated Person of Tenant to enter into any license and sub-license necessary to effectuate the foregoing and shall not interfere with, and shall cause each such Affiliated Person to cooperate with Landlord and its nominees, and not to interfere with, the exercise of such right.
ARTICLE 16
SUBLETTING AND ASSIGNMENT
16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlords prior written consent (which consent may be given or withheld in Landlords sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily,
involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.
For purposes of this Section 16.1 , an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant.
If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1 , the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.
Any assignment or transfer of Tenants interest under this Agreement shall be subject to such assignees or transferees delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder.
No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1 . No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenants interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlords option.
16.2 Required Sublease Provisions . Except for subleases which are terminable at will by Tenant on not more than sixty (60) days prior notice, any sublease of all or any portion of the Leased Property entered into on or after the Commencement Date shall provide (a) that the subtenant shall, at Landlords or Tenants request pursuant to Tenants obligations or Landlords rights under Section 5.3 or Article 15 , transfer as so requested any of its Operating Rights and/or other property relating to such Leased Property (and shall be deemed to have granted Landlord the power of attorney with respect to its Operating Rights and other property as Tenant has granted pursuant to the second sentence of the second paragraph of Section 5.3 ); (b) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (c) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlords option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Property Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued
to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) months rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (d) in the event that such subtenant receives a written Notice from Landlord or any Property Mortgagee stating that this Agreement has terminated, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. Such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (a) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (b) in case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.
The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .
16.3 Permitted Sublease . Subject to the provisions of Section 16.2 and Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance without consent, (a) enter into third party agreements or sublease space at any Property for fuel station, restaurant/food service or mechanical repair purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Property Mortgagee may reasonably require, and (b) enter into one or more subleases or licenses with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof (including but without limitation with respect to any trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, constituting part of the Transferred Trademarks), provided such subleases or licenses or sublicenses do not grant any rights beyond the Term. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases, licenses or sublicenses with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (b), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenants (nor any Guarantors) liability for the Rent and other obligations of Tenant under this
Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Hospitality Properties Trust is required to file any tax returns in any State where such affected Leased Property is located.
16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet or sublicense the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee or sublicensee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee or sublicensee, any other formula such that any portion of such sublease rental or sublicense would fail to qualify as rents from real property within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord or any Affiliated Person for treatment as a real estate investment trust under the Code.
ARTICLE 17
ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS
17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officers Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.
17.2 Financial Statements . Tenant shall furnish or cause TCA to furnish, as applicable, the following statements to Landlord:
(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by the Financial Officers Certificate;
(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officers Certificate;
(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of Capital Expenditures prepared on a Property by Property basis and a combined basis, accompanied by a Financial Officers Certificate;
(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith;
(e) promptly after receipt or sending thereof, copies of all notices alleging a material default given or received by Tenant under any Management Agreement or TA Franchise Agreement; and
(f) promptly upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant, any Guarantor, and/or any Affiliated Person of Tenant as Landlord reasonably may request from time to time.
Landlord may at any time, and from time to time, provide any Property Mortgagee with copies of any of the foregoing statements, subject to Landlord obtaining the agreement of such Property Mortgagee to maintain such statements and the information therein as confidential.
ARTICLE 18
LANDLORDS RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT
18.1 Inspection . Tenant shall permit Landlord and its authorized representatives to inspect the Leased Property, or any portion thereof, during usual business hours upon not less than forty-eight (48) hours notice and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Agreement, provided that any inspection or repair by Landlord or its representatives will not unreasonably interfere with Tenants use and operation of the Leased Property and further provided that in the event of an emergency, as determined by Landlord in its reasonable discretion, prior Notice shall not be necessary.
18.2 Quality Control . Landlord shall have the right to exercise quality control over the use made by Tenant (and any and all Affiliated Persons and permitted sublicensees) of the Transferred Trademarks to a degree reasonably necessary to maintain the validity and enforceability of the Transferred Trademarks and to protect the goodwill associated therewith. Tenant (and any and all Affiliated Persons and permitted sublicensees) shall not combine the Transferred Trademarks with any other trademarks, service marks, trade names, logos, domain names or other brand-source indicia unless it obtains Landlords prior written consent.
18.3 Transferred Trademarks, Registration and Maintenance . Tenant shall be responsible for trademark registration and maintenance on behalf of Landlord.
18.4 Enforcement . In the event that Tenant (or any Affiliated Person or sublicensee) learns of any infringement or unauthorized use of any of the Transferred Trademarks, it shall promptly notify Landlord. If requested to do so, Tenant (and any and all Affiliated Persons and
sublicensees) shall cooperate with and assist Landlord in any action that Landlord may commence to protect its right, title and interest in the Transferred Trademarks, including joining the action as a party if necessary.
ARTICLE 19
EASEMENTS
19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:
(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);
(b) Landlord receives an Officers Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and
(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the requirements of such Managers Management Agreement or that such consent is not required.
19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.
19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.
ARTICLE 20
PROPERTY MORTGAGES
20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ( Encumbrance ) upon the Leased Property, or any portion thereof, or interest therein, whether to secure any borrowing or other means of financing or refinancing.
20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Lease and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called Superior Landlord and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called Superior Mortgage and the holder, trustee or beneficiary of a Superior Mortgage is herein called Superior Mortgagee . Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 .
If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, Successor Landlord ), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlords request, Tenant shall attorn to and recognize the Successor Landlord as Tenants landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlords interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlords obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the
Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenants agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b) , and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.
20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Property Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Property Mortgagee or Superior Landlord unless and until a copy of the same is given to such Property Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlords defaults within the applicable notice and cure periods set forth in Article 14 by such Property Mortgagee or Superior Landlord shall be treated as performance by Landlord.
ARTICLE 21
ADDITIONAL COVENANTS OF LANDLORD AND TENANT
21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenants Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenants Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.
21.2 Conduct of Business . Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto) and shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its legal existence and its rights and licenses necessary to conduct such business.
21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.
21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.
21.5 Indebtedness of Tenant . Tenant shall not create, incur, assume or guarantee, or permit to exist, or become or remain liable directly or indirectly upon, any Indebtedness except the following:
(a) Indebtedness of Tenant to Landlord;
(b) Indebtedness of Tenant for Impositions, to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Article 8 ;
(c) Indebtedness of Tenant in respect of judgments or awards (i) which have been in force for less than the applicable appeal period and in respect of which execution thereof shall have been stayed pending such appeal or review, or (ii) which are fully covered by insurance payable to Tenant, or (iii) which are for an amount not in excess of $250,000 in the aggregate at any one time outstanding and (x) which have been in force for not longer than the applicable appeal period, so long as execution is not levied thereunder or (y) in respect of which an appeal or proceedings for review shall at the time be prosecuted in good faith in accordance with the provisions of Article 8 , and in respect of which execution thereof shall have been stayed pending such appeal or review;
(d) unsecured borrowings of Tenant from its Affiliated Persons which are by their terms expressly subordinate pursuant to a Subordination Agreement to the payment and performance of Tenants obligations under this Agreement; or
(e) Indebtedness for purchase money financing in accordance with Section 21.8(a) and other operating liabilities incurred in the ordinary course of Tenants business;
(f) Indebtedness of Tenant as guarantor or borrower secured by Liens permitted under Section 21.8(c) ; or
(g) A guaranty of TCAs obligations under its revolving line of credit and for any privately placed or publicly issued debt.
21.6 Distributions, Payments to Affiliated Persons, Etc. Tenant shall not declare, order, pay or make, directly or indirectly, any Distributions or any payment to any Affiliated Person of Tenant (including payments in the ordinary course of business) or set apart any sum or property therefor, or agree to do so, if, at the time of such proposed action, or immediately after giving effect thereto, any Event of Default shall have occurred and be continuing. Otherwise, as long as no Event of Default shall have occurred and be continuing, Tenant may make Distributions and payments to Affiliated Persons; provided , however , that any such payments shall at all times be subordinate to Tenants obligations under this Agreement.
21.7 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.
21.8 Liens and Encumbrances . Except as permitted by Article 7 and Section 21.5 , Tenant shall not create or incur or suffer to be created or incurred or to exist any Lien on this Agreement or any of Tenants assets, properties, rights or income, or any of its interest therein, now or at any time hereafter owned, other than:
(a) Security interests securing the purchase price of equipment or personal property whether acquired before or after the Commencement Date; provided , however , that (i) such Lien shall at all times be confined solely to the asset in question and (ii) the aggregate principal amount of Indebtedness secured by any such Lien shall not exceed the cost of acquisition or construction of the property subject thereto;
(b) Permitted Encumbrances;
(c) Security interests in Accounts or Chattel Paper, in Support Obligations, General Intangibles or Deposit Accounts relating to such Accounts or Chattel Paper, in any Instruments or Investment Property evidencing or arising from such Accounts or Chattel Paper, in any documents, books, records or other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to any property described in this Section 21.8(c) or in any Proceeds of any of the foregoing (capitalized terms used in this Section 21.8(c) without definition being used
as defined in or for purposes of Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts); or
(d) As permitted pursuant to Section 21.5 .
21.9 Merger; Sale of Assets; Etc. Without Landlords prior written consent (which consent may be given or withheld in Landlords sole discretion), Tenant shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, all or any material portion of its assets (including capital stock or other equity interests) or business to any Person, (ii) merge into or with or consolidate with any other Entity, or (iii) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, any personal property or fixtures or any real property; provided , however , that, notwithstanding the provisions of clause (iii) preceding, Tenant may dispose of equipment or fixtures which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility (but not necessarily having the same function) have been provided.
21.10 Bankruptcy Remote Entities . At Landlords request, Tenant shall make such amendments, modifications or other changes to its charter documents and governing bodies (including, without limitation, Tenants board of directors), and take such other actions, as may from time to time be necessary to qualify Tenant as a bankruptcy remote entity, provided that Landlord shall reimburse Tenant for all costs and expenses reasonably incurred by Tenant in connection with the making of such amendments or modifications.
21.11 Trade Area Restriction . Notwithstanding anything to the contrary in this Agreement, except for Travel Centers owned by Landlord or any Affiliated Person of Landlord, neither Tenant nor any Affiliated Person of Tenant shall acquire, own, franchise, finance, lease, manage, operate or open any Travel Center or similar business (it being agreed by Landlord and Tenant that convenience stores which provide services primarily to non-professional drivers shall not be a similar business) within seventy-five (75) miles in either direction along the primary interstate on which any Property is located without Landlords consent, which consent may be given or withheld in Landlords sole discretion. Notwithstanding the foregoing, Landlord confirms that, subject to the other terms and conditions of this Agreement, Tenant or any Affiliated Person of Tenant may acquire, own, franchise, finance, lease, manage, operate or open the Travel Centers identified on Exhibit D attached hereto.
ARTICLE 22
ARBITRATION
Any disputes, claims or controversies arising out of or relating to this Agreement, (i) between the parties or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party (which, for purposes of this Article 22 , shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any member, trustee, officer, manager (including Reit Management & Research LLC ( RMR ) or its successor), agent or employee of any party, including disputes,
claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration provision, or the declarations of trust, limited liability company agreements or bylaws of any party hereto (all of which are referred to as Disputes ), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the Rules ) of the American Arbitration Association ( AAA ) then in effect, except as those Rules may be modified in this Article 22 . For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Article 22 , the term party shall include any direct or indirect parent of a party.
There shall be three arbitrators. If there are only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration. Such arbitrators may be affiliated or interested persons of such parties. If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA. The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen days of the appointment of the second arbitrator. If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.
The place of arbitration shall be at the office of the AAA in Boston, Massachusetts unless otherwise agreed by the parties and all parties waive all questions of personal jurisdiction and venue for the purpose of carrying out this paragraph.
There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.
In rendering an award or decision (the Arbitration Award ), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.
Except to the extent as otherwise agreed by the parties after the date of this Agreement, each party involved in a Dispute shall bear its own costs and expenses (including attorneys fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys fees) or, in a derivative case or class action, award any portion of a partys award to the claimant or the claimants attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.
An Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Each party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.
This Article 22 is intended to benefit and be enforceable by the shareholders, members, direct and indirect parents, trustees, directors, officers, managers (including RMR or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.
ARTICLE 23
MISCELLANEOUS
23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under applicable law, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such
excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.
23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.
23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.
23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.
23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.
23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, this Agreement or the leasehold estate created hereby and the fee estate or ground landlords interest in the Leased Property.
23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.
23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Real Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenants ability to operate any Travel Center and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.
23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.
23.10 Notices .
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to Landlord:
c/o Hospitality Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Attn: Mr. John G. Murray
Telecopier No. (617) 969-5730
if to Tenant:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: Mr. Thomas M. OBrien
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement. Tenant hereby acknowledges that the agreement between Landlord and Tenant to treat this Agreement as a single lease in all respects was and is of primary importance, and a material inducement, to Landlord to enter into this Agreement. Without limiting the generality of the foregoing, the parties hereto acknowledge that this Agreement constitutes a single lease of the Leased Property and is not divisible notwithstanding any references herein to any individual Property and notwithstanding the possibility that certain individual Properties may be deleted herefrom pursuant to the express provisions of this Agreement.
23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.
23.13 Applicable Law, Etc. Except as to matters regarding the internal affairs of Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of Landlord for obligations of Landlord, as to which the laws of the State of Maryland shall govern, this Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile,
principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.
23.15 Attorneys Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing partys costs and expenses, including reasonable attorneys fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.
23.16 Nonliability of Trustees . THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION ), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME OF SUCH ENTITY REFERS TO THE TRUSTEES UNDER SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY. ALL PERSONS DEALING WITH SUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
23.17 Original Lease . The Original Lease shall continue to govern the rights and obligations of the parties with respect to periods prior to the Commencement Date.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.
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LANDLORD: |
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HPT TA PROPERTIES TRUST |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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HPT TA PROPERTIES LLC |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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TENANT: |
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TA OPERATING LLC |
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By: |
/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President |
[Signature Page to Amended Restated Lease No. 4]
EXHIBITS A-1 through A-36
Land
Exhibit |
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TA Site No. |
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Property Address |
A-1 |
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224 |
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1806 Highway 371 W, Prescott, AR 71857. |
A-2 |
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41 |
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46155 Dillon Road, Coachella, CA 92236. |
A-3 |
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346 |
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28991 West Gonzaga Rd., Santa Nella, CA 95322. |
A-4 |
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148 |
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5101 Quebec Street, Commerce City (Denver East), CO 80022. |
A-5 |
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22 |
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327 Ruby Road, Willington, CT 06279. |
A-6 |
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53 |
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556 St. Rt. 44, Wildwood, FL 34785. |
A-7 |
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45 |
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P.O. Box 592, Madison, GA 30650. |
A-8 |
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367 |
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5915 Monee Rd., Monee, IL 60449. |
A-9 |
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43 |
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4510 Broadway, Mt. Vernon, IL 62864. |
A-10 |
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257 |
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10346 S. State Rd. 39, Clayton, IN 46118. |
A-11 |
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220 |
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1600 West US Hwy 20, Porter, IN 46304. |
A-12 |
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252 |
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2775 US Hwy 75, Lebo (Beto Junction), KS 66856. |
A-13 |
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28 |
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145 Richwood Road, Walton, KY 41094. |
A-14 |
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180 |
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1682 Gause Blvd., Slidell, LA 70458. |
A-15 |
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19 |
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1400 Elkton Road, Elkton, MD 21921. |
A-16 |
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175 |
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3265 N. Service Road East, Foristell, MO 63348. |
A-17 |
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193 |
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8033 W. Holling Rd., Alda (Grand Island), NE 68810. |
A-18 |
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6 |
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2 Simpson Road, Columbia, NJ 07832. |
A-19 |
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81 |
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2501 University Blvd. NE, Albuquerque, NM 87107. |
A-20 |
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207 |
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753 Upper Court St., Binghamton, NY 13904. |
A-21 |
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194 |
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8420 Alleghany Rd., Corfu (Pembroke), NY 14036. |
A-22 |
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221 |
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153 Wiggins Road, Candler, NC 28715. |
A-23 |
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701 |
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715 US 250 East, Ashland, OH 44805. |
A-24 |
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139 |
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12403 US Rt. 35 NW, Jeffersonville, OH 43128. |
A-25 |
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95 |
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4450 Portage St. NW, North Canton, OH 44720. |
A-26 |
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152 |
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P.O. Box 171, Sayre, OK 73662. |
A-27 |
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67 |
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5644 SR 8, Harrisville (Barkeyville), PA 16038. |
A-28 |
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68 |
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5600 Nittany Valley Drive, Lamar, PA 16848. |
A-29 |
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179 |
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3014 Paxville Highway, Manning, SC 29102. |
A-30 |
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245 |
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155 Hwy. 138, Denmark (Jackson), TN 38391. |
A-31 |
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34 |
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111 N. First Street, Nashville, TN 37213. |
A-32 |
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150 |
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7751 Bonnie View Road, Dallas (South), TX 75241. |
A-33 |
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153 |
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1010 Beltway Parkway, Laredo, TX 78045. |
A-34 |
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232 |
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4817 I-35 North, New Braunfels, TX 78130. |
A-35 |
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32 |
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RR1, Valley Grove, WV 26060. |
A-36 |
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188 |
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P.O. Box 400, Ft. Bridger, WY 82933. |
[See attached copies.]
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EXHIBIT A-1 TA Prescott 1806 Highway 371 Prescott, AR Legal Description Part of the Southwest Quarter of' the Southeast Quarter (SW 1f4 SE 1/4) and part af the Soulheast Quarter of the Swtheast Quarter (SE 114 SE 1/4) of Section 1, Township 11 South,Rang,a 23 West. Nevada County, Atkan. more partJcularfy descrlbed as follows:Commence at the Nr.:wthwest comet Of aaid SW 1/4 of SE 114, run thence South 02 degrees 16 minutes 39 seconds West along the West fine of Mid SW 114 of SE 1/4 for 342.00 feel to the ?Of NT OF BEGINNING;run UlenSouth 69 degroes 03 minutes 10 seconds East paranel with the North nne of said SW 114 or SE 114 and SE 1/4 of SE 1/4 for 2160.63 feet to the Westerty right of way of lntei'Slate No. 30;run thonce South 49 degrees 27 minutes 32 SOCQnds West along said right of way for 180.32 feet to a right of way monument:run thence Sooth 53 degrees 51 minutes 23 seoonds West along : ald right of way for 252.20 feet to a rfght of way monumenrun thence South 62 deg25 minutes 58 setonds West along said right ofwsy for 216.14 feet to a right of way moni.Jffieflt; Nnhence South 75 degrees 24 mlnut seconds West along !!ald right of way for 174.130 feat. to a rlgh1 of. way monurnenti tUfl thenU! SouUt 81degrees 16 mlnutes 31seconds West along &aid r1ghlof way for 834.59 fast to a right of way monum&nli run thence South 46 d rees 14 minutes 52 secood$ Wes1along said right of way for 202.64 feet to a right of way monument: ru11 thence South 17 degree!!11 minutes 00 seoondS West along s dd right of way for 194.60 feet laright of way monument; run thence Narlh 89 degrees 00 minutes 40 &ecol"\d$ West along !Said right or way for 200.00 feet to a nght of way monument; run Uleno:Soultl 00 degrees 59 mlnute5 20 seconds Wast along said right of way for 60.00 feet to aInch rebflf wlth cap on the North right otway of HighWay No. 24:run thence North 69 degrees 00 minutes 40 second5 West along said North right of way for 257.53 feet to the West fine of said SW 114 of SE 1/4;run thence N-orth 02 degfee$ 15 minutes 3g seconds East along said We.st Hna for 951.16 feet to the POINT OF BEGINNING.and contalnlng 25.63 acres, more ar Jess. |
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EXHIBIT A-2 TA Coachella 46155 Dillon Road Coachella, CJ\ LEGAL DESCRIPTION Real property in the Oty of Coachella, County of Riverside,State of California,described as Foflows: A PARCEL OF lAND LOCATED IN A PORTION OF PARCEL ''A'' OF lOT LINE ADJUSTMENT RECORDED OCTOBER 11, 1989 AS INSTRUMENT NO. 352183,OFAC1Al RECORDS OF THE OTY OF COACHELLA,COUNlY OF RIVERSIDE, STATE OF CAUFORNIA 1 ALSO BEING IN A PORTION OF THE NORTiiWESf QUARTI:R OF SECflON 29,mWNSHIP 5 SOUTH, RANGE 8 EAST,SAN BERNARDINO MER!DlAN, MORE PARTIOJLARLY DESCRIBED AS FOU.OWS: COMMENCING AT THE NORTiiWEST CORNER OF SECflON 29, ntENCE S 00°09'29.. E AlONG THE WEST UNE OF lliE NORTiiWEST QUARTER OF SAID SECTION 29, A DISTANCE OF 70.09 FT.; THENCE N 89"50'31" E, A DISTANCE OF 30.00 FT.; THENCE S 89°59'38'' E PARAU£l TO AND 70.00 FT. SOUTH OF THE NORTH UNE OF SAID SECTION 29, A DISTANCE OF 1005.53 FT.; THENCE 5 83°57'38' E A DISTANCE OF 92.54 Fr. TO TifE TRUE POINT OF BEGlNNING.; THENCE CONTINUING S 83°57'38" E A DISTANCE OF 652.46 FT. ALONG THE NORTHERLY LINE OF PARCEL "B" OF SAID lOT UNE ADJUSTMENT; . lliENCE S 88°09'12" E ALONG THE NORTHERLY UNE Of SAID LOT UNE ADJUSTMENT,A DISTANCE Of 472.29 FT; lliENCE S 79°00'00" E A DISTANCE OF 33.39 Fr. TO THE BEGINNING OF A TANGENT CURVE; TliENCE SOUTHERLY ALONG SAID CURVE CONCAVE TO THE SOUllfWESTTHROUGH A CENTRAL ANGLE OF 112°00'00" A RADIUS OF 40.00 Ff. AND AN ARC lENGTli OF 78.19 FT. lliENCE S 33°00'00" W A DISTANCE OF 113.38 FT. TO A POlNT ON THE NORTli RIGHT OF WAY LINE OF DILLON ROAD; THENCE 5 44°53'51" W ALONG SAID DILLON ROAD RIGHT OF WAY UNE A DISTANCE OF l221.46 FT.; TifENCE 5 89°51'54'1 W A DISTANCE OF 53.06 FT. TO A POINT ON lHE SIXTEENTH SECTION UNE 137.80 FT. NORTH OF WE CENTER NORTI-IWEST QUARTER OF SAID SECTION 29; THENCE N 00°08'06" W ALONG SAID SIXTEENll-f SECflON UNE A DISTANCE OF 261.56 FT.; THENCE N 89"51'54" W A DISTANCE OF 200.00 FT.; THENCE N 00°08'06" W PARALlEL TO AND 200.00 FT. WEST OF SAID SIXTEENTii SECTION LINE, A DISTANCE OF 850.6lJ FT.TO ntE TRUE POINT OF BEGINNING. CONTAINING 17.55 ACRES MORE OR LESS I of2 |
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PARCEL 2 Of EXHIBIT "6" OF "CERTIFICATE OF COMPUANCE FOR LOT UNE ADJUSTMENT' IS RECORDED ON JUNE 29, 2000 AS INSTRUMENT NO. 2()0(}252673 OF OffiCIAL RECORDS. APN: 603-101-018-6 2 of2 |
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EXHIBIT A-3 Santa Nella, CA 28991 West Gonzaga Road Santa Nella, CA 95322 Real property in the County of 1vfcrccd, State of California, described as follows: Parcels A and B, as shown on that certain map entitled "PARCEL MAP FOR SAN LUIS PARTNERSHIP", filed August 31, 1994 in Book 77, Pages 29 thru 35 of Parcel Maps, l\1erced County Records. EXCEPTING all oil, oil right, minerals, mineral rights, natural gas rights and other hydrocarbons by whatsoever name known that may be \Vi thin or under the parcels of land hereinabove described without, however the right ever to drill, dig or mine through the surface of said land therefrom or otherwise in such manner as to endanger the safety of any highway that may be constructed on the lands hereby conveyed, without, however, the right of ingress or egress to the above described parcels of land over and across the highway right of way line as reserved in the deed from Anna Cuiffo recorded July 1, 1954 in Volume 1162, page 195 of Official Records. APN: 078-330-004, 078-330-005 |
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EXHIBIT A-4 Denver East, CO (TA) 5 I 0 l Quebec Street Commerce City, CO 80022 Parcel A: A leasehold interest, as described in that certain Lease to TA Operating Corporation, a Delaware corporation: as evidenced by Memorandum of Leaserecorded January 22, 1998, in Book 5213, at Page 875and Assignment of Lease recorded February 26: 2007, at Reception Number 2007000019995, in and to the following described property: A Parcel of land situated in the East one half of Section 17, Tmvnship 3 South, Range 67 West of the Sixth Principal Meridian, together with Lot 51: Kemp Subdivision, The Subdivision of which is recorded in the oJTices of the Adams County Clerk and Recorder in Book 4, at Page 35, City of Commerce City, County of Adams, State of Colorado, a being more particularly described as follows: Commencing at the Southeast corner of the Northeast Quarter of the Southeast Quarter of Section 17; Thence North 00°31 '37" West along the Easterly line of said Southeast Qumier 132.10 feet to a point on a curve on the Northerly right-of-way line of U.S. Interstate No. 270, also being the point of beginning; Thence Northwesterly, along said Northerly right-of-\vay line and along a curve to the left having a central angle of 17°38'06", a radius of 1960.19 feet, an arc distance of 603.33 feet and having a chord which bears North 45°21'35" \Vest 600.95 feet to a point of tangency; Thence continuing along said Northerly right-of-way line North 54°1 0'48" West 415.14 feet; Thence departing said right-of-\vay line North 00°31 '09" West 429.66 feet; Thence South 89°24'48" \Vest 267.11 feet to the Southeast corner ofThuringcr Subdivision No.2 the Subdivision of which is recorded in the 0 ffices of the Adams County Clerk and Recorded under Reception Number 392231; said Thuringer Subdivision No, 2 and along the Easterly line of Lot 58 of said Kemp Subdivision, 600.36 feet; Thence North 89°24'48" East along the Southerly line of Lot 53 and Lot 52 a distance of 395.13 feet to the Southwest corner of Lot 51, all in said Kemp Subdivision; Thence along the boundary lines of said Lot 51 the following Three (3) courses: North 00°31 '09" \Vest 349.92 feet to the Southerly right-of-\vay line of East 53rd Place; 1. ' North 89°24'48" East along said right-of-way line 200.01 feet; South 00°31 '09" East 349.92 feet to the Southeast corner of said Lot 51; 3. Thence North 83°24'48" East along the Southerly line of Lot 50, said Kemp Subdivision, 80.03 feet; Thence South 00°31'09" East 199.96 feet; Thence Nm1h 89°24'48" East 349.86 feet to the Easterly line of the Northeast Quarter of said Section 17; Thence South 00°31 '09" East along said Easterly line 305.81 feet to the East Quarter corner of said Section 17; Thence South 00°31 '37" East along the Easterly line of the Southeast Quarter of said Section 17, 1197.27 feet to the point of beginning, |
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EXCEPT that poriion of said property described in Quit Claim Deed recorded August 26 1998, in I3ook 5443at Page 245,AND EXCEPT that portion of said property described in Quit Claim Deed recorded .Tunc 28, 1999, in Book 5804, at Page 980, County of Adams, State of Colorado. Parcel 8: Beneficial Easement as described in Reciprocal Easement Agreement recorded August 12, I 999, in I3ook 5855, at Page 763, County of Adams, State of Colorado. |
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EXHIBIT A-5 TA \Villington 327 Ruby Road \VillingtonCT Parcel I All those certain pieces.or patc.els of land shown and described as "Parcel B-1", "Parcel B-2"and "Parl H" oacertain p an entitled, ''Lease Site Plan Willington TravelPlaza Ruby Road a.k.a. Ct. Route 320 Willington, Ct.,, prepared by Gardner & Peterson Associates, 178 Hartford Turnpike Tolland, Connecticut Professional Ep.gineers Land Surveyors Scale 1" = I 00' date 6/14/95 Sheet No. 1 of 1 Revisions 6/16/95, 6/23/95, Map. No. 8954-LS, which plan is on file in the offices of the Landlord and Tenant Parcel II That certain parcel of land, situated in the Town ofWillirigton, County of Tolland and State of Connecticut on the westerly side of Ruby Road (Rte. 320) as relocated, containing 0.18 of an acre, as shown on a map entitled ''TOWN OF WILLINGTON MAP SHOWING LAND RELEASED TO ROYCE PROPERTIES LLC BY TilE STATE OF CONNECTICUT RUBY ·ROAD-CONN; ROUTE 32{) SCALE 1'=40" JULY 1996" prepared by Gardener & Peterson Associates, Tolland, Connecticut, Job 8954. Said premises are more particularly bounded and described as follows: EASTERLY by Ruby Road (Rte. 320) as relocated, 386.63 feet; SOUTIIERLY - running to a point; Generally WESTERLY - by land now of Royce Properties LLC, 392.86 feet; NORTHERLY -running to a point. {80602124; 1} |
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EXHIBIT A-6 TA Wildvvood 556 St. Rt. 44 Wildwood, FL COMMENONG AT THE SOUlliEAST CORNER OF SECTION 34, TOWNSHIP 18 SOUTH, RANGE 22 EAST; lliENCE SOUTli 89°28'30'' WEST ALONG SECTION UNE 2647.34 FEET TO THE SOUTHWEST CORNER Of THE SOlJTliEAST 1/4 OF SAID SECITON; THENCE NORTH 0°31'30" WEST 1320.00 FEET FOR THE POINT OF BEGINNING; lliENCE NORTH 89°28'30EAST 605.99 FEET TO TiiE WESTERLY RIGHT-OF WAY UNE OF INTERSTATE HIGHWAY NO. 75; THENCE SOUTH 6°01'45" WEST ALONG SAID WESTERLY RIGHT-OF-WAY UNE,691.45 FEET; THENCE SOLITH 47°18'12" WEST ALONG SAID WESTERLY RIGHT OF-WAY UNE 142.78 FEET TO TI1E NORTHERLY RIGHT-OF WAY UNE OF STATE ROAD NO. 44, SAID POINT BEING THE INTERSECTlON OF THE WESTERLY RIGHT-OF-WAY UNE OF INTERSTATE HIGHWAY NO. 75 AND THE NORTHERLY RIGiiT-OF-WAY UNE OF STATE ROAD NO. 44;lliENCE NORTH 71 o16'15" WEST ALONG SAID NORTHERLY RlGiiT-OF-WAY UNE 70S.n FEET; THENCE NORTH 0°31'30" WEST 550.08 FEET; THENCE NORTif 89°28'30" EAST 245.00 FEET TO iriE POINT OF BEGINNING; All BEING IN SECTION J4, TOWNSHIP 16 SOUTH, RANGE 22 EAST, All LYING AND BEING IN SUMTER COUNTY, FLORIDA. EXCEPT ROAD RIGt-rr-OF-WAY FOR SfATE ROAD.NO. 44, IF ANY; AND EXCEPT ANY ROAD RIGHT-OF-WAY FOR INTERSTATE HIGHWAY NO. 75, IF ANY. COMMENONG AT THE SOUTHEAST CORNER OF SECTION 34, TOWNSHIP 18 SOUTH, RANGE 22. EAST; THENCE SOUTii 89°28'30" WEST1 ALONG SECTlON UNE, 2647.34 FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST 1/4 OF SAID SEmON; THENCE NORnf 0°31'30" WEST, 13?0.00 FEET FOR THE POINT OF BEGINNING; THENCE NORTH 89°26'30" EAST,605.99 FEET TO lliE WESTERLY RlGHT-OF WAY UNE OF lNTERSTATE HIGHWAY NO. 75; THENCE NORTH 6°01'45" EAST, ALONG SAID WESTERLY RIGfiT-Of-WAY UNE, 364.12 FEET; THENCE NORTH 2°58'15 WEST,ALONG SAID WESTERLY RIGHT OF-WAY UNE 171.60 FEET TO A POINT ON THE EASTERLY PROJECTION OF TiiE SOUTH BOUNDARY OF A BORROW PIT; THENCE SOt.mi 87°02'27" WEST AlONG SAID EASTERLY PROJECTlON 300.00 FEET TO THE SOUTHEAST CORNER OF SAID BORROW PIT; THENCE SOUTH 87°02'27" WEST ALONG SAID SOlffii BOUNDARY 586.03 FEET; THENCE SOlJTH 0°31'30" EAST, 495,56 FEET; THENCE NORTl-i 89°26'30" EAST, 245.00 FEET TO THE POir-IT OF BEGINNING; EXCEPT All ROAD RIGt-ITS OF WAY. ALSO DESCRIBED AS FOLLOWS: THAT PART OF THE WEST 1/2 OF THE SOliTHEASf 1/4 AND THAT PART OF THE EAST 1/2 OF THE SOUTHWEST l/4 OF SECflON 34, TOWNSHIP 18 SOlflli, RANGE 22 EAST IN SUMTER COUNTY, FLORIDA, BOUNDED AND DESCRIBEDFOLLOWS: FROM TiiSOUTHEAST CORNER OF SAID SEcnON 34, RUN SOUll-i 89°28'30" WEST ALONG lliE SOUTli UNE THEREOF 2647.34 FEET TO TliE SOUTHWEST CORNER Of SAID SOliTHEAST 1/4; THENCE NORTli 0°31'30" WEST 1320 FEET TO THE POINT OF BEGINNING OF lliiS DESCRIPTION; FROM SAID POINT OF BEGINNING,RUN NORlli 89°26'30" EAST, 605.99 FEET TO THE WESTERLY UNE OF THE RIGHT OF WAY OF INTERSTATE HIGHWAY NO. 75; THENCE SOlJTl-1 06°01'45" WEST ALONG THE WESTERLY UNE OF SAID RIGHT OF WAY 691.45 FEET; THENCE SOUTH 47°18'12" WEST ALONG THE WESTERLY UNE OF SAID RIGHT OF WAY 142.78 FEET TO THE NORTHERLY UNE OF THE RIGHT OF WAY OF STATE ROAD NO. 4'1;THENCE NORTH 71°16'15 WEST ALONG THE NORTiiERLY LINE OF SAID 1 of2 |
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RIGiff OF WAY 705.72 FEET;THENCE NORTli 0°31'30" WEST, 550.08 FEET; THENCE NORTli 89°28'30" EAST 245 FEET TO THE POINT OF BEGfNNING. AlSO: 11-iAT PART OF lliE WEST 1/2 OF THE SOUTHEAST 1/4 AND THAT PART OF TlfE EAST 1/2 OF THE SOUTiiWEST 1/4 OF SECTION 34, TOWNSHIP 18 SOUTH, RANGE 22 EAST, IN SUMTER COUNTY, FLORIDA B_OUNDED AND DESCRIBED AS FOU.OWS: FROM THE SOUTHEAST CORNER OF SAID SECTION 34,RUN SOlfTH 89°28'30" WESr ALONG TifE SOIJlli UNE THEREOF, 2647.34 FEET TO THE SOUTliWEST CORNER OF SAID SOUTHEAST 1/4; THENCE NORllf 0°31'30" WEST 1320 FEET TO THE POrNT OF BEGINNING OF THlS DESQUPTION; FROM SAID POINT OF BEGINNING, RUN NORTH 89°28'30" EAST, 605.99 FEET TO THE WESTERLY UNE OF THE RIGHT OF WAY OF UITEATE HIGHWAY NO. 75;ntENCE NORTH 06°01'45" EAST AlONG THE WESTERLY UNE Of SAID RIGHT OF WAY 364.12 ffET;11-iENCE NORlli 02°58'15" WEST ALONG TiiE WESTERLY UNE OF SAID RIGHT OF WAY 171.6 FEET TO A POINT ON lliE EASTERLY PROJECTION OF THE SOUTH BOUNDARY OFA BORROW PIT;11-IENCE SOUlli 87°02'27" WEST ALONG SAID EASTERLY PROJECTION AND AlONG SAID SOUTH BOUNDARY 886.03 FEET;lliENCE SOUTH 0°31'30" EAST 495.56 FEET;THENCE NORTif 89°26'30" EAST 245 FEET TO THE POINT OF BEGINNING. 2 of2 |
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EXHIBIT A-7 TA Madison r-2o & us 44 1 Exit 1 1 4 Iadison, GA All that tract or parcel ofland lying and being in the 286 GMD of Morgan County, Georgia, containing 5.300 acres and being more particularly described as follows: BEGINNING at a inch reinforcing rod situated on the northerly right of way of Pierce Dairy Road (60 foot right of way), said beginning point being located by starting at a concrete right of waypostatthe northwesterly intersection of the rightofwayofU.S. 441 Highway with the northerly right of way line of Pierce Dairy Road and running thence south 47 degrees 57 minutes 40 seconds west 802.59 feet to the point ofbegirming; running thence from said point of beginning south 48 degrees 14 minutes JO seconds west 343.00 feet along the northerly right of way line of Pierce Dairy Road to a !h inch reinforcing rod; thence north 14 degrees 20 minutes 01 second west 668.98 feet along property of Carmichael to a inch reinforcing rod; running thence north 62 degrees 21 minutes 38 seconds east 434.85 feet along property of Carmichael to a Yz inch reinforcing rod; thence south 0 I degree 41 minutes 00 seconds east 6 J 7.90 feet along prope1ty of Union Oil Company of California to a y; inch reinforcing rod; thence south 01 degree· 41 minutes 00 seconds east 13..11 feet along said right of way ofPierce Dairy Road to the beginninginch reinforcing rod. All directions recited herein are referenced to the magnetic north meridian. The property herein described is fully shown on a plat entitled "Survey for Unjon Oil Company of California", dated March 15, 1990 (revised June 4, 1990) by Ben McLeroy and Associates, Inc., Engineers and Surveyors, Athens, Georgia, recorded in Plat Book , page_, Morgan County records; nnd is conveyed subject to all easements and rights of way of record in said Clerk's Office. Also conveyed herewith are all appurtenances thereto belonging or in anywise appertaining to said real property, and aU right, title and interest of Party of the First Part in and to any and all roads, streets, alleys and ways bounding said premises. All that tract or pared of land Jying and being in Land Lot 8 of the 5lh District, Morgan County, Georgia, being more particularly described as follows: BEGlNNfNG at a point formed by the intersection ofthe southwest comer oflmerstate Highway 20 and U.S. Highway 441, also known as State Route No. 24; thence south 14 degrees 58 minutes 30 seconds east along the southwestern side ofU.S. Highway 441, 50 feet to a concrete marke; thence north 75 degrees 02 minutes 30 seconds east 25 feet to a concrete marker on the southwestern side of U.S. Highway 441. having an 80 foot right of way at this point; thence running south I 4 degrees 59 minutes east nlong the southwestern side of U.S. 1-fighway 44 J, 272.8 feet to an iron pin on the northwestern side of County Road, having a 50 foot right of way; running thence south Lflt·degrees 16 minutes west along the northwestern side of said County Road. 290 feet to a point; thence running north 14 degrees 59 minutes west 485 feet to an iron pin; thence_ north 13 degrees 24 minutes east 167.7 feet to an iron pin located on the southwestern side oflnterstate Highway 20; nmning thence southeasterly along the southwestem side of Interstate Highway 20 a distance of I 00 feet to 11. concrete marker; running thence south 40 degrees 05 minutes 0 seconds east along the southwestern side of Interstate Highway 20, a distance of 149.4 feet to a concrete mmker located on the southwestem side of U.S.I-Iighway 441 and the point of beginning, as shown by plat of survey made by Joseph C. King. Regislered Land Surveyor, dated february 18, 1968, tevised May 16, 1968. I of2 |
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All that tract or parcel of land lying and being in Land Lot 8 of the 51 Land District, Morgan h County, Georgia, being more particularly described as follows: BEGINNING at an iron pin on the northwestern side of Pierce Dairy Road 289.86 feet southwesterly as measured along the northwestern side of Pierce Dairy Road from an iron pin at the comer formed by the intersection of the northwestern side of Pierce Dairy Road with the western side of U.S. Highway 441 (said point of beginning also being the southwestern comer of other propelty now owned by Union Oil Company of Califomia); running thence south 48 degrees 05 minutes I 0 seconds west along the northwestern side of Pierce Dairy Road n distance of 507.48 feet to an iron pin at the southwest corner of the tract being described, said iron pin also being located at the southeastern corner of property riow or fmmerly owned by Charles William Johnson; running thence north 01 degrees 41 minutes 00 seconds west along the eastern line of said property now or fonnerly owned by Charles and William Johnson a distance of 1 ,052.43 feet to an iron pin on the southwestern side of a local service road having a right of W!lY of l 00 feet; nmning thence south 70 degrees 25 minutes J 1 seconds east along the southwestern side of said local service road a distance of 69 feet to a point; continuing thence southeasterly along the southwestern side of said local service road and following the curvature thereof a distance of 27l.l6 feet to the northwestern corner of said other property owned by Union Oil Company of California (the chord of said lasl described course being 270.94 feet in a direction of south 74 degrees 23 minutes 20 seconds east); nmning thence south 13 degrees 24 minutes 00 seconds west along the northwestern llne of said Union Oil Company of California property a distance of 167.70 feet to a point; rurming thence south 14 degrees 59 minutes 00 seconds east along the southwestern line of said Union Oil Company of California property a distance of 469.78 feet to the point of beginning, all according to plat of survey by Paul J. Emilius & Associates for Union Oil Company of California, datecf December 28, 1972, last revised May 1, 1973. 2 of2 |
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EXHIBIT A-8 MoneeIL 5915 Monee Rd. Monee, IL 60449 Real property in the Village of Monee, County of Will, State oflllinois, described as follows: PARCEL 1: THE WEST 6 ACRES OF THE FOLLOWING DESCRIBED LANDTAKEN AS A TRACT: THE EAST 1/2 OF LOT 5 (EXCEPT THEREFROM THE WEST 200 FEET) AND LOT 6 IN ASSESSORS SUBDIVISION OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF SECTION 17, TO\VNSHIP 34 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN EXCEPTING THEREFROM THE FEE SIMPLE TITLE CONVEYED TO THE STATE OF ILLINOIS BY DEED RECORDED JANUARY 25, 1967 AS DOCUT'v1ENT NUMBER R67 1386 IN WILL COUNTY, ILLINOIS ALSO EXCEPT THAT PART HERETOFORE DEDICATED FOR PUBLIC USE TO \\'ILL COUNTY DEPARTt\1ENT OF HIGHWAYS RECORDED SEPTEMBER 17, 2007 AS DOCUMENT NO. R2007138624. PARCEL 2: THE EAST 689.36 FEET OF THE WEST 909.36 FEET OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 OF SECTION 20, TN TOWNSHIP 34 NORTH, AND IN RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN WILL COUNTY, ILLINOIS, EXCEPTING THEREFROt\1 THAT PART CONVEYED TO THE STATE OF ILLINOIS BY DEED RECORDED APRIL 20, 1967 AS DOCUtv1ENT NO. R67-4933. SAID PARCEL OF LAND ALSO DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGI1\1NING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 OF SECTION 20 AFORESAID WITH THE EAST LINE OF THE WEST 909.36 FEET OF SAID NORTH 60 ACRES; THENCE SOUTH 89 DEGREES 20 MINUTES 41 SECONDS WEST ALONG THE SOUTH LINE OF SAID NORTH 60 ACRES 689.36 FEET TO THE WEST LINE OF THE EAST 689.36 FEET OF THE WEST 909.36 FEET OF SAID NORTII GO ACRES; TIIENCE NORTH 00 DEGREES 14 MINUTES 18 SECONDS WEST ALONG THE LAST DESCRIBED LINE 936.65 FEET TO THE SOUTH LINE OF PROPERTY CONVEYED TO THE STATE OF ILLINOIS PER DOCUMENT NO. R67-4933; THENCE NORTH 89 DEGREES 20 MINUTES 41 SECONDS EAST ALONG SAID SOUTH LINE 450.08 FEET TO THE SOUTHEAST CORNER OF PROPERTY CONVEYED AFORESAID; THENCE NORTH 00 DEGREES 14 MINUTES 18 SECONDS WEST ALONG THE EAST LINE THEREOF 15.0 FEET TO THE SOUTHWEST CORNER OF PROPERTY CONVEYED TO THE STATE OF ILLINOIS PER DOCUMENT NO. R73-35249; THENCE NORTH 89 DEGREES 20 MINUTES 41 SECONDS EAST ALONG THE SOUTH LINE OF PROPERTY CONVEYED BY DOCUMENT R73-35429 FOR A DISTANCE OF 239.30 FEET |
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TO THE EAST LfNE OF TJ:-IE WEST 909.36 FEET OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 AFORESAID; THENCE SOUTH 00 DEGREES 14 MINUTES 18 SECONDS EAST ALONG THE LAST DESCRIBED LINE 951.65 FEET TO THE POINT OF BEGINNING, IN WILL COUNTY, ILLINOIS. |
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EXHIBIT A-9 TA t'v1t Vernon 4510 Broadway M t. Vernon. IL - .EXHDJiT.A-·LEGAL»E8tRIPTION ·.The· W st Kalf of··t.he·. Fias.t. Half. of tll· .southwesG Qu i!r and· :eJ:ie· ··Plve ·cs·) Ac:res·off· the West·side of the: Ea:st Ba·lf of·· the East Hi3.l.f. of· t.tie · Squt.bwest · Quarter, ·aJCcEPT· Twenty...Five-·f-2"5) Acres· off' tlie S th im.d··o· the said: two·t.i:act ; and: the· WestHal· ·of the-southwest Quarter ofi tl:ie. Southwes.t··Quarterf the:s. thwest Quarter of·th.'NorthWf!st Quarter·of·the Sautb.westQuarter;the. Northeast Quar.t.er of:· .. tlie Nor.thwest ·auaxtli!r of th-e . .Sou:thwest · Quartr aDd the Northwei:1t i:te:r.:: of the NOrthwest ·Quarter. of tll,e Southwest. Qllarter all i.h · Section. 26·, Town.Ship. 2 South, Range 2 East o· the Tfilrd Principal. M'er:i'd.ian, ·aud:· (1:8·) acres· offthe ·west ai of Lot (5)·, s.aid·Lot 5 bein,g. deserihed as follows, to-it:·aegi-aning a·t .tl.ie-llol'thw.e.st comer o,f: the North halfof ·t:he Nort.hwest Quarter of Section 3S ·-and rUmiing .12 2 rods Bast, thence ·south 38 ·rods-,·thence Bas·t 38 .thence South. 1 rod,.theneWe ;Jt 20, tb.eu<:e .Sot.Jt.h l. :rod, t.lienee West 60 roda, thence·.south .2.40 rc:Xfs, tht:,!nae·in·asou hweaterly direction to a point on the w st lie of ·saiNorth Half of the NorthwestQuarter 19 rodsorth ofthe Southwest corner thereof, thence ·North with said Wes.t line .61 rods to· tbepl:ace of ·beginning, being a part of the Nor_t·h Half of the Northwest Quarter of Section 35, Township·2 south,ge 2 Eastofthe Third Principal Mex:idian, JEFFERSON COUNTY, ILL.INO.IS, EXCEPT OWEVER the premises her tofore oaveyed to the Stateof Illinois forthe use of the Department of Public Work , and Buildings, more. particular-ly described as follows: Partof the East Half of the Southwest Quarter of Section 26 and part of Lot 5 of the North Half of the Northweat Quarter of Section 35;all in Township 2 South, Range 2 East of the Third PrincipalMeridian,JaFFBRSONCOUNTY,ILLINOIS, more particularly described aa fallows:TRACT -I; Beg-inning at the Point of Intersection of the West line of the North Half of the· Northwest Quarter-of Section 35, Township 2 South, Range·2East ofthe Third Principal· Meridiananda line70 feet pe eodicular· distance Northwesterly of and parallel with the survey centerline for Relocated State Bond IssueRoute 15,as recordedin CabinetJ., Drawer B, Instrument No. 188, in the Office of the Recorder of needs of JEFFERSON .COUNTY, ILLINOIS; th ce Northeasterly along a line 70 feet Northwesterly of and parallel with the said recorded survey centerline forRelocated S:B.I.Route 15 to a point on a line perpendicular tq the said recorded survey centerline for RelocatedS.B.l. Route15 at Station 509+00; thence Northeasterly along a straight line to a point 85 feet Northwesterly of and on a line perpendicular to the said recorded survey centerline for Relocated S.B.I. Route 15 at Station 511+00; thence Northeasterly along a· line 85feet Northwesterly of and parallel with the aaid recorded·survey centerline for Relocated s.S4I. Route 15 to a point on the East line of the West 18 acres of Lot 5 of the North Half of the Northwest Quarter of said Section 35; thence southerly along theEast line of the said West 18 acres to a point on the Continued on next page -1- |
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CONTINUATION OF· IBtT· "A11 c er of the Mt. Vernon and Ashley Road; thence. southlr1eaterly ·· alongthe center of' said· road to a point on the. West line of· the.NortHalf of the Northwestarter of· saidSection l5; thenceNortherly alori.g ·.the West. line of the North.half of the Northwest Quarter of said section.35 to the point or beginning; TR.A I.I:All. that part of the Wet Half of the East· Half of the southwest Quarter of ·sect.;on 26,snip 2 South, Range 2 Eastof the Th-ird Principal Meridian and all tpat part of the West 5 acres of.the ast Half of the East' Half of the. Southwe t Quarter of said Section 26, except 25 acres off the South end of the said two tracts, lying northeasterly of a'line165-' .feet perpendicular distanceSouthwesterly of and par lll ith the survey cen:terline for Federal Aid. Interstate. Route57, as recor d in ook 2 9 of Miace laneous Deeds, Page 344 in the office of th .gecorder.of 'Qeeds of FFB SON qJ Y, ILLINOIS; Andfurther EXCEPT from all the above described real estate all that part cOI;tveyed by the Union Oil Company of Caltfo01ial a california Corporationto Gould, :tnc.a Delaware Coiporation by Special Warranty Deed dated March 27, 1979 and· recorded May 18, 1979 in Cabinet2, Drawers, Instrument No. 3239 in the officethe Recorder of JEFFERSON COUNTY,ILLINOIS and Corrective Deed dated August 20, 1979 andRecorded August30, 1979in Cabinet 2, Drawer T. Instrument No. 1530 in the office of the Recorder of JEFFERSON COUNTY, ILLINOIS and more specifically described as follows, to-wit: A part ofthesouthwest Qua er of section 26, Township 2 South, Range 2 East of the Third PrincipalMeridianJEFFERSON COUNTY,ILLINOIS, moreparticularly describedas follows: COMMENCING at a atone at the Southwest corner of said Section 26, thence North oo degrees 01 minutes 22 seconds Eastalong the West line of said Section 26, a distance· of 2,641.82 feet, more or lese, to a point1 .said point being the Northwest corner of the SouthwestQuarterof said Section 26 thence south 89 degrees 50 minutes 23 seconds East along the ·Northern Line of the Southwest Quarter of said Section 26. a distance of 50.00 feet to the POINT OF BEGINNING, continuing thence South89 degrees50 minutes 23 seconds East a distance of 1,373.31 feet to a concrete monument on the westerly Right-of-Wayline of Interstate 57; thence along a chord bearing and distance, South 12 degrees 16 minutes 54 seconds East, 1,250.00 feet to aniron pin,thence South89 degrees21 minutes03 seconds Weat a distance of 350.00 feet to an iron pin, thence North 00 degrees 31 minutes38 seconds Weat a distance of 525.00 feet thence Continued on next page -2- |
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CONTINUATioN or m:t:arr UA" South 8·9 degrees 02 minutes25 seconds Westa distance of 1,284.87 feet· toan iron pin aet 50 feet Eaate ly of the Weat line of said Southwest· Quarter in Section 261 thence North 00 minutes22 ·seconds E st· long a line so feet degrees0 Easterlyof·:and parallelto -the said Westline· ofsaid SouthwestQuart-er a distance of 725.12 feet to the POINT OF B·ECUNNINO; containing in all 2 7 .12. acres, mote or less; Aridfurther EXCBPTl that part of all the above described real estate as conveyed to the.City.of Mt. Vernon, Illinois for the sole purpo e of constructing and maintaining a permanent roadway for.the use of the general public by Deed of-Dedication dated January ll, 1979 and recorded February 7, 1979 in Cabinet 2, Drawer S, Instrument No.1527 in the office of the Recorder of JEFFERSON c6u.NTY, Illinois and more particularlydescribed as foll.ows, to-wit: · · so feet in even width, off the West side of all that partof the NorthwestQuarter of tne_ Northwest Quarter of Section 35, Township 2 South, Range 2 East of the Third PrincipalMeridian, whichlies North of lllinoia Route15 Right-of-Way as now located, and also 50 feet in even width,· off of the Westside of· the South Hall of Section 26, Township 2 South, Range 2 East of the Third Principal Meridian; AlsoEXCEPT from all the above described real estate an undivided one-half {1/2) interest in and to the coal, oil, gas and other minerals underlying the surface thereof together with the right to mine and remove · the same as reserved in the Warranty Deed dated August 28, 1969 and recorded August 28, 1969 in cabinet 1, Drawer E, Instrument No. 3273 in the office of the Recorder of Deeds of JEFFERSON COUNTY, ILLINOIS from Gerald B. Metcalf, Ruth B. Metcalf, husband and wife et. al. to Union Oil Company of California, a california Corporation} And further except that parcel of laod conveyed by Special Warranty Deed recorded December 16, 1994 in cabinet 5, Drawer 2, Instrument No. 2977 from National Auto/Truck Stops, Inc. to Darrell G. Jent and Shirley F. Jent more particularly.described as: A part of the Southwest Quarter of the Northwest Quarter of the Southwest Quarter of Section 26, Township 2 south, Range 2 East of the Third Principal Meridian, JEFFERSON COUNTY, ILLINOIS, being more particularly described as follows; Commencingatan -3-- · Continued on next page |
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'iron pin at the Northwest· COrlie:I' of said. Southwe.st Qilart.'r o.f. the·. Northwest Quarter of the Southwest OU.arter; thence .south 89 degree·s17 minutes 31. seconds East ! long·.the North line. of said SOUthwest QUartet.: of· the Jilortllwes-t Quarter of. ·the· · Southwest Quarter,a distance of so.o feet. to a·n i-ron p;ln at the point ·of . b ginniagi thence continuing._South 8·9degreesl7 minutes31 secon4s_· Eastalong said: North l-ine of t.he southwesQUarter of. the Northwest Quarter of the ·southwest Quarter, adistance of 622.47 ·feet to I?-ironpin; th nce.-outh 0.0· degrees 40 inutes. 25 seconds West ·long thEaa·t line _ofsaid SouthwestQuarter oe the .Northwest Quarter of t-he So'\lthweat Quarter, a distance of'730.44 feet··to an -irop. ·pin; .thence NorthB9 degrees· 16 minutes 00 seconds West, a distance of 624.03 feeto a point on the East :right-:of'-way line of a 50:foot roadway shoWn by Deed· of Dedicationin Cabinet 2, Drawer S, Instrument No.1527 in the Off·iceof the Recorder of ne·edsof . .:JeffersonCounty, Illinois; thence North 00 degrees 47 minutes 44 seconds East along the Eaat right-of-way line ofsaid 50 foot roadway, a distanceof73 0.17 feet to the point of beginning containing (!o.49 acre · Andfurther except that partof the premises in question as conveyed August 1, 1996 in Cabinet 5, Drawer 5,InstrumentNo. 3914 in Corporate Warranty Deed dated July 30, 1996and recorQed August 1, 1996 from National Auto/Truck Stops, Inc. to the City of Mt. Vernon, Illinois more particularly described as follows: A part of the West 8 acres of Lot S in the North Half of the Northwest Quarter of Section 35, Township 2 South, Range 2 Eaat of the Third Principal Meridian; all beingsituated in and being moreparticularly JEFFERSON COUNTY, ILLINOIS described aa follows: Commencing at a atone at the Northwest· corner of said Section 35; thence South 89 degrees 23 minutes 51 seconds East 50 feet to the East line of a 50 foot dedicated roadway as recorded in Cabinet 2, Drawer s( Instrument No. 1527 in the Office of the Recorder of Deeds of Jeffe son County also the point of beginning. Thence continuing south 89 degrees 23 minutes51 seconds East 20 feet to a point; thence Sooth 00 degrees 28 minuts 44 seconds West 20 feet East of and parallel to the East line of said dedicated roadway a distance of 515.44 feet to a point; thence Southeasterlyo a point lYing 90 feet perpendicular distancenortherly of the survey centerline of relocatedS.B.I. Route15 at Station 505+02; thence Southeasterly to a point_lying 70feet perpendicular distance · Continued on next page -4- |
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norther y of the Y centerline· of ·refocated._"S.ij. :t.Rcn.ite ·ls at Station -505+22; thence. Southwesterly alongthe North line of relocated S.B.I. Ro te l5 to the rightof·way Intersection of the North right-of-way line ot relocatedS.B.I. Route15 with the Eat line of said sd f09dedicatd roadway; thence North 00 degrees 28 minutes· 44 seconds Bastalong the Bastlineof said dedic ted so foot roadand parallel with the West line of said Section 35 a. distanceof 924.94:feetto the point of beginning containing 0.94 acres. All of. the above situated in the COUNTY OF JEFFERSON .ANDSTATE OF ILLINOIS. Ail·tbe above described property described-as follows: A part of the west Half of the southwest Quarter of·the Southwest Quarter of Section 26, Township 2 South, Range 2 East of · the Third .Principal Meridian; a part of the West 18 Acres of Lot 5 in the North half of the Northwest Quarter of Section JS, To ship 2 South, Range 2 East of the Third Principal Meridian, all being situated in JEFFERSON COUNTY, ILLINOIS and being more particularly described as follows:Commencing at a stone at the southwest corner of said Section 26; thence South 89 degrees08 minutes36 seconds East (ABsumed·Bearing) along the South line of said Section 26; a distance of 50.00 feet to an iron.pipe .on the East right-of-way line of Davidson (Variable width) Avenue and the paintofbeginning of the tractofland herein described;thence North 00 degrees 47 minutes 44 seconds East along said Easterly right-of-way line, adistance· of l·r262.80 feet to an iron pipe;thence South 89 degrees 16 minutes 02 seconds ·sast and leaving said right-of-way line, a distance of 624.03fee.t to an iron pin on the East line of said West Half of the southwest Quarter of the Southwest Quarter of aaid section 26; thence South oo -degrees 40 minutes 25 seconds West along said East line, a distance of 1,264.15feet toan iron pipe oc the Northline of saidSection· 35;thence South B9degrees 23 minutes 51 seconds East along saidNorthline,a distance of 219.89 feet {220 feet record) to an iron pin; thence South 00 degrees 54 minutes 11 seconds We t along the Baet line of the West 18 acree of aaid Lot 5 in the North Half of the Northwest Quarter of said Section 35, a distance of 644.82 feet{644.87 feet record) toan iron pipeon the Northerly right-of-way line of Broadway (Variable width)(A/K/A relocatedState BondIssue Route 15 as recorded in Cabinet 1, Drawer B, Instrument o. 188 in the Jefferson County, Illinois, Continued on next page -5- |
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Recqrder'a Records) being on a 3,522.75 foot -radius on ·tangent curve tti the left havi.ttg a. chord 151.21·feet in length bearing South ·75 degrees17 'minutes . 38 seconds West;th ce southwester:l.y. along said curve an<i No:z:ot·herly right-of-way line an arc distance .of 151,2'1 fe'et tO: an iron pin.; thence south 68 degrees25 .minutes .18. seconds West long said Nort.herly right-of-way line, adistanceof. 203.Ss. feet to an iron pin;.· thence South 72 degrees OZ. minutea 38 secondS West alqng aaid Northerly right-of-way line a distance of 27.34 feet·· to an iron pipe at the beginning of a 36367. 87 foot radius tangent curveto the rigl;lt.; thence SouthweSterly along· said cu.rVe and Northerly right-of-way line, an arc distance of 103.1.5 fe.et · to aa iron pfn; thence North 60 degrees 26 minutes. 2s· seconds West along the Easterly right-of-way line of said Davidson Avenue,a dis.tance of 27.9.6 . feet to an iron pin;. thence North l6 degrees 04 minutes 16 aecoods West alongsaid. Easterlyright--of-way line,a distanceof .369,25 feet to an iron pipe; thence North 00 degrees 26 minutes44 seconds Eastalongsaid Easterly right-of-way line, a distance of 515.44 feet ton iron.pipe on the. said North line of Section 35; thence North 89 degrees08 minutes ·36seconds Westalongsaid Northsection line, a distance of 20.00 feet to thepointof beginning,containing ,413,432square feet or 32.45 acres, more or less.Situated in the COUNTY OF JEFFERSON STATE OF ILLINOIS. -6- |
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EXHIBIT A-10 Clayton, IN (TA) 10345 S. State Route 39 Clayton, IN 46116 North Parcel A part ofthe Nmiheast Quarter of Section 35, Tov.:nship 14 North, Range 1 West located in Liberty Township, Hendricks County, Indiana, being bounded as follows: Commencing at the northeast corner (railroad spike found) of the Northeast Qumier of Section 35, Township 14 NOiih: Range 1 \Vest, said point being South 89 degrees 54 minutes 15 seconds \Vest (assumed bearing) from the northeast corner (iron rod found) of the Northwest Quarter of Section 36, Township 14 North, Range 1 West; thence South 00 degrees 10 minutes 53 seconds East I 036.86 feet on the along the east line of said Northeast Qumier; thence Soutll 89 degrees 58 minutes 48 seconds West 27.09 feet to 5/8" iron rod \.Vilh cap, said point being on the northerly right-of-way line of Interstate 70, said point also being the POrNT OF BEGINNING of this description; {the following three (3) courses are on and along the n011herly right-of-way line of said Interstate 70) 1.) thence South 67 degrees 56 minutes 00 seconds West 86.86 feet to a 5/8" iron rod with cap; 2.) thence South 65 degrees 04 minutes 15 seconds West 400.50 feet to a 5/8' iron rod with cap; 3 .) thence South 67 degrees 56 minutes 00 seconds West 254.99 feel to a 5/8" iron rod with cap; thence North 00 degrees 06 minutes 26 seconds \Vest 297.00 feet to a 5/8" iron rod with cap; thence North 89 degrees 58 minutes 48 seconds East 680.56 feet puallel with the north line of said Northeast Quarter to the POINT OF BEGll\TNTNG. South Parcel A part of the \-Vest half or the Northwest Quarter of Section 3 6, Township 14 North, Range 1 \Vest, located in Liberty To-vvnship, Hendricks County, Indiana, being bounded as follows: Commencing at the northwest corner (railroad spike found) of the Northwest Quarter of Section 3ti, Township 14 North, Range 1 West, said point being South 89 degrees 54 minutes 15 seconds \Vest (assumed bearing) from the northeast corner (iron rod found) of said Northwest Quarter; thence North 89 degrees 54 minutes 15 seconds East 1318.42 feet to the Northeast comer of the west half of said North\vest Qumier, said point being collinear and equidistant from the noiihwest corner of the notiheast corner of said Not1hwest Quarter; thence south 00 degrees 21 minutes 30 seconds East 21 15.58 feet of and along the east line of the west half of said Nortlnvest Quarter; thence Notih 89 degrees 27 minutes 15 seconds West 20.00 feet to a 5/8" iron rod with cap, said point being the POINT OF BEGINNrNG of this description; thence North 89 degrees 27 minutes 15 seconds West 450.00 feet to a 5/8" iron rod with cap; thence N011h 00 degrees 21 minutes 30 seconds West 365.13 feet parallel with the cast line ofthe west halfof said Northwest Quarter to a 5/R" iron rod with cap; thence South 89 degrees 48 minutes 40 |
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seconds West 210.48 feet to a 5/8" iron rod yvith cap; thence North 38 degrees 09 minutes 09 seconds West 604.25 feet to the southerly right-of-way line of Interstate 70, said point being 5/8" iron rod with cap; (the following three (3) courses are on and along the southerly right-of-way line of Interstate 70, l.) thence N01th 70 degrees 13 minutes 26 seconds East 49.16 feet to the point of curvature of a curve to the right, said point being North I 9 degrees 46 minutes 34 seconds \Vest 1819.86 feet from the radius point of said curve, said point being 5/8" iron rod with cap; 2.) thence 6 J 6.78 feet on and along said curve to the right to the point of tangency of said curve to the right, said point being North 00 degrees 21 minutes 28 seconds West 1819.86 feet from the radius point of said curve, said point being 5/8" iron road with cap; 3.) thence South 88 degrees 05 minutes 09 seconds East 252.18 feet to the westerly right-of-way line of State Road 39 approach to Interstate 70, said point being a 5/R" iron rod with cap; (the following four (4) courses arc on and along the westerly right-of-way line of the State Road 39 approach to Interstate 70). 1.) thence South 37 degrees 06 minutes 39 seconds East 62.40 feet to a 5/8" iron rod with cap; 2.) thence South 12 degrees 45 minutes 57 seconds East 255.98 feet to a 5/8" iron rod with cap; 3.) thence South 00 degrees 21 minutes 30 seconds East 169.13 feet parallel with the east line of the west half of said Northwest Quarter to a 5/8" iron rod with car; 4.) thence North 89 degrees 27 minutes 15 seconds West 45.00 feet to the westerly access right-of-way line of the State Road 39 approach to Interstate 70, said point being a P K nail; (the following four (4) courses are on and along the westerly access right-of-way line of the State Road 39 approach to Interstate 70, 1.) thence South 00 degrees 21 minutes 30 seconds East 231.58 feet parallel ·with the cast line of the west half ot·said Northwest Quarter to a 5/8" iron rod with cap; 2.) thence North 89 degrees 38 minutes 30 seconds East 45.00 feet to a 5/8" iron rod with cap; 3.) thence South 00 degrees 21 minutes 30 seconds East 150.00 feet parallel with the east line of the west hair of said Northwest Quarter to a 5/8" iron rod with cap; 4.) thence South 35 degrees 21 minutes 10 seconds East 61.03 feet to the westerly right-of-way line of State Road 39, said point being a 5/8" iron rod with cap; thence South 00 degrees 21 mixtures 30 seconds East 60.20 feet on and along the \Vesterly right-of-way line ofState Road 39 and parallel with the cast line of the west half or said Norlhwest Quarter to the POINT OF BEGINNING. Except that part conveyed to the State of Indiana by a deed recorded April 4, 2008 as [nstrument No. 200808307 in the Oftice of the Recorder of Hendricks County, Indiana, to-wit: A part ofthe West Halfofthe Northwest Quarter of Section 36, Township 14 North, Range 1 \Vest, Hendricks County, Indiana, described as Collows: Commencing at the northeast corner of said hal f-q uartcr section; thence South 2 degrees 12 minutes 10 seconds East 644.859 meters (2, 115.68 feet) along the east line of said half-quarter section to the prolonged south line or the grantors lanJ; thence South 88 degrees 42 minutes 05 seconds West 6.096 meters (20.00 feet) along said prolonged south line to the \Vest boundary of S.R. 39 and the point of beginning of this descriptionwhich point is also the southeast corner of the grantor's land: Thence South 88 degrees 42 minutes 05 seconds West 10.280 meters (33.73 feet) along the south l inc of the grantor's land; thence N01ih 2 degrees 07 minutes 33 seconds |
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\Vest 13.054 meters (42.83 feet) to a point; thence North 3 degrees 20 minutes 47 seconds West 20.375 meters (66.85 feet) to the southwestern boundary said S.R. 39; thence South 37 degrees 11 minutes 50 seconds East 18.602 meters (61.03 feet) along the boundary of said S.R. 39; thence south 2 degrees 12 minutes 10 seconds East 18.349 meters (60.20 feet) along said boundary to the point of beginning and containing 0.0267 hectares (0.066 acres), more or less. |
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EXHIBIT A-ll TA Porter 1600 West US Hwy 20 Porter. IN Legal Description Parcell: That pm of Government Lot Number 4 in Section 34, Township 37 No£tb, Range 6 West of the Second Principal Meridian, in Porter County, Icdiana, Lot Number 4 being lhe Northwest Qu:u:tet of said Section 34, South of the lnclian Boundary Line; aod that part of the Southwest Qu:uter of said Section 34lying Soum of the South cight-of-way line of the New York Central .R.aikoad Company, and North of the center line of U.S. Highway Number 20, and being the East 348 feet by rectangular measurement of said above described parcels between Notth and South limits. Less and Except A tract of land in Govcrrunent Lot 4 in the Northwest 1/4 of Sec:tioo 34, Township 37 North, Range 6 West of the Second P cipal Meridian, in Porter county, Indiana, said tract being located io the Nonhwest comer of Pared 2 as conveyed by L & G Truckers City, Ioc., to Roadway Motor Plazas, Inc., in a corporate Warranty Deed dated }3Iluary 9,1989, and recorded in the Office of the Recorder of Porter County, Indiana, as Document Number 89-00569 onJaoua.ry 12,1989, io Deed Record 394, Page 91, said tract described as follows: . Beginning at the Northwest comer of said Pared 2, said point of beginoiflg being oc the Southerly line of the Coruail right of way, 1528.40 feet East of the West lice of said Section 34 as measured at right angles to sald West line:; thence South 82 degrees 08 minutes 07 secoods East, along said Soulbecly right of way line, 324 feet; thence South 65 pegrees 09 minutes 54 seconds West, 353_96 feet to a point on the West line of said Parce12, 193 feet South of the point of beginning; thence North 00 degrees 04 minutes 50 seconds East, along said Wesr line and parallel with the West line of said Section 34,193 feet to the poiot of beginning-Pa..rccl2: A parcel of land in the Northeast Quarter and the Southea.'it Qu rter of s ction 34, Towr-..sh.ip 37 North, Raogt G West of rhe Second Principal Meridian, in Porter County. Indiana, more partic:ularly described as follows: Commencing at the Northwest corner of the Southeast Quarter of said Section 34, said point also being the Southwest corner of the Northeast Quarter of said Section 34; thence North, along the West line of said Northeast Quarter, 167.9 feet; thence South 50 degrees 49 minutes East, 32.59 feet to a line being parallel to and 25 feet East of the West line of said Northeast Quarter; thence South, along said par:allelline, 147.94 feet to the South line of said Southeast Quarter, theoce continuing South, along a line being pnallcl to and 25 feat East of the West line of the Southeast Quanec of said Section 34, to the centerline of U.S. Highway Number 20; thence Southwesterly, along said centerline, to its intersection with the West line of said Southeast Quartet Section; thence North, along said West line of said Southeast Quarter, 383.60 feet, mo(e or less, to the point of beginning. Pared 3: A parcel of land in the Southwest Quarte..r of Section 34, Township 37 North, Range 6 West of the Second Principal Meridian, in Porter County, Indiana, being more particularly described as follows: Beginning at a point located 1,528AO feet East and 1,545.10 feet North of the Southwest comer of said Southwest Quarter, said point also being on the North cight-of-way line of U.S. Road Number 20; thence Noeth, paraDe! to the West line of I ofJ |
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said Southwest Quarter, a distance of 809.50 feet; thence South 89 degrees 22 m.inutes East a distance of 398.32 feet; thence South 00 degrees 02 minutes West a distance of 551.36 feet to the North right-of-way line of U.S Road Nwnber 20; thence South 57 degrees 29 m1nutcs West, along said North right-of way line, a tance of 47203 feet to the point of beginning. Parcel4: That part of Government Lot 4 in Section 34, Township 37 North, Range 6 West of the Second P cipal Meridian, in the Town of Porter, Porter County, Indiana, (which is in the Northwest Quarter of sald Section 34 South of the Indian Boundary Line) and that put of the Southwest Quarter of said Section 34 lying South of the right-of·way of the New York Central Railroad and North of the center line of U.S. llighway Number 20 and further being the West 312 feet of the Ea.st 660 feet of said factions between above North a ad South limits. Paccel5: A parcel of land in Section 34, Township 37 North, Range 6 West of the Second Principal Meridian, in Porter County, Indiana, Noeth of U.S. Highway Nutnbe..r 20 and South of the Peon-Central Railroad cight-of.way, more particularly described as follows: Beginning at a point 2354.6 feet North and 1528.4 feet East of the Southwest comc..r of Section 34, Township 37 North, Range 6 West; thence Northerly parallel to the West line of said Section 34, a distance of 315.71 feet to a pipe; thence continuing Northerly parallel to said West line 678.91 feet to the South right-of-way line of the Penn-centtal Railroad; thence Southeasterly bearing South 82 degrees 12 IIlillutes 40 seconds East 2long said Penn-Centtal right-of-way, 463.57 feet; thence Southerly bea.r::iog South 01 minute and 11 seconds East, a distance of 1446 feec to the North lioe of U.S. Highway Nwnber 20; theuce Southwesterly along said North right-of-way line 73.97 feet; thence Northerly along a liJJ.e parallcl to said West line of Section 34, a distance of 551.36 feet; thence Westerly bg North 89 degrees 28 minutes West 398.32 feet to the point of begina.ing; ALL OF THE FOREGOfNG PARCELS BEING AND fNTEND£NG to be the same property as set forth on a survey daced May 4, 1999, made by John A. Doyle & Associate.s, Inc., and described as follows: A part:d of land in Section 34, Township 37 Notth, Rings 6 West of the Second Principal Meridian in the Town of Porter, Porter County Indiana, comprising a part of Government Lot 4 (said Lot 4 being the Northwest Quarter of said Section 34 South of the Indian Boundary Line) and those parts of the Northeast Quarter, che Southeast Quarter, and the Southwest Quarter of said Section 34 lying Soulh of the South right-of-way line of the New York Central Railroad Company and Noeth of the North right-{)f-way line of U.S. Highway Number 20, and being mote particularly described as follows: Beginning at a point located 1,528.40 feet East and 1,545.10 fecr Nonh of the Southwest comer of the Southwest Quarter of said Section 34, said point of beginning being also oo the Noeth tight-of way line of U.S. Highway Number 20; thence North parallel with the West line of said Southwest QLJarter a distance of 1,804.12 feet to a poinc in the South dght-of-way line of the New York c·entral Railroad Company; thence South 82 degrees 12 minutes 40 seconds East a distance of 1,129.75 feet along said South right-of-way lioe to a point in the West line of the Northeast Quarter of said Section 34; thence South along said West line to a point which is 167.9 feet North of the Southwest corner of said Northwest Quarter and 551.5 feet Noeth of the center line of U.S. Highway Number 20; thence South 50 degrees 49 mlnute.s East a distance of 32.59 feet to a line parallcl with and 25 feet East of the West line of said Northeast Quarter, thence South along said parallel line a distance of 147.94 feet to the South line of said Nottheast Quarter; thence continuing South along a line para.llcl with and 25 feet East of the West fine of the Southeast Quarter of said Section 34 to the North cight-of-way line of U.S. Highway Number 20thence Southwesterly along said Noeth right-of-way line to the point ofbeginniog 2 of3 |
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AND EXCEPTING TI-ffiREFROM 11-IE FOLLOWNG: A tract of land in Government Lot 4in the Northwest 1/4 ofSection 34, Towosh.ip 37 North, Range 6 West of the Second Pcincipal Meridian, iu Porter county, Indiana, said tract being located In the Northwest corner of Parcel 2 as conveyed by L & G Trucke.IS Cicy, Inc., to Roadway Motor Plazas, Inc., in a cotporate Wananty Deed dated January 9, 1989, and recorded in the Office of the Recorder of Porter County, Io.diaaa, as Document Number 89-00569 on January 12, 1989, in Deed Recocd 394, Page 91, said tract described as foUows; Beginning at the Northwest comer of said Parcel 2. said point of beginning being on the Southerly line of the Conrail right of way, 1528.40 feet East of the West line of said Sectioc 34 as measured 1:0 a right angles to said West line; tbeoce South 82 degrees 08 minutes 07 secoads East, along said Southerly right of way line, 324 feet; thence South 65 degrees 09 minutes 54 seconds Wesr., 353.96 feet to a point on the West line of said P:u:cel 2, 193 feet South of the point of beginning; thence North 00 degrees 04 minutes 50 seconds East, along said West line and paraUcl with the West line of said Section 34, 193 feet to rhe point of beglnning. 3 of3 |
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EXHIBIT A-12 Beto Junction, KS 2775 U.S. Hwy 75 Lebo, KS 66856 Parcel I: A TRACT OF LAND IN THE NORTHWEST QUARTER (NW l/4) AND THE SOUTHWEST QUARTER ( 1/4) OF SECTION TWO (2), TOWNSHIP NINETEEN ( 19) SOUTH, RANGE FIFTEEN (15), EAST OF THE SIXTH PRINCIPAL MERIDIAN, COFFEY COUNTY, KANSAS, DESCRllJED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER SECTION; THENCE NORTH 88°12'22" EAST, COINCIDENT WITH THE SOUTH LINE OF SAID NORTHWEST QUARTERFOR A DISTANCE OF 165.40 FEET, TO A POTNT ON THE EASTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY 75 AND THE SOUTHERLY RIGHT-OF-WAY LINE OF INTERSTATE JIIGIIWA Y 35, AND THE POINT OP BEGINNING; THENCE NORTH 05°37' 10" EAST, COINCIDENT WITH THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGJ-1\VA Y 35 FOR A DISTANCE OF 317.59 FEET; THENCE NORTH 25° 17'29" EAST, COINCIDENT WIT!I LAST SAID RIGHT-OF-WAY LINE FOR A DISTANCE OF 157.46 FEET; THENCE NORTH 45°30'51" EAST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR A DISTANCE OF 691.47 FEET; THENCE NORTH 69°51' 19 11 EAST, COINCIDENT \VITI-I LAST SAID RIGHT-OF-\VA Y LINE, FOR!\ DISTANCE OF 898.40 FEET; THENCE LEAVING SAID RIGHT-OF-WAY OF INTERSTATE HIGHWAY 35, SOUTH 00°35'38" EAST, FOR A DISTANCE OF 690. I 0 FEET; THENCE NORT1166Cl48'56'' EAST, FOR A DISTANCE OF 168.04 FEET; THENCE SOUTH 22°21 '04" EAST, FOR A DISTANCE OF 359.62 FEET; THENCE SOUTH 66°21 '55" WEST, FOR A DISTANCE OF 649.02 FEET, TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER; THENCE SOUTH 88°12'22" WEST, COINCIDENT WITH THE SAID SOUTH LINE, FOR/\ DISTANCE OF 43.48 FEET; THENCE SOUT!! 00°47'39'' EAST, FOR A DISTANCE OF 59.17 FEET; THENCE SOUTH 88°03'25" WEST, FOR A DISTANCE OF 1,096.05 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE or U.S. HIGHWAY 75; THENCE NORTH 00°47'39" WEST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR DISTANCE OF 62.02 FECT TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER (NWJ/4), AND TilE POINT OF BEGINNING. Parcel 2: Easement Cor discharge and llO\vage pursuant to Grant of Easement by \Villiam David Schrader and Jnnice Lou Schmdcr, as Trustees of the William David Schrader and Janice Lou Schrader Revocable Trust dated July 23, 2007, in favor of IIPT Investments, LLC, recorded March 14. 2013, in Book 3I, Page 546. |
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EXHIBIT A-13 TA Walton 145 Richvvood Road 'v\fa]ton. KY i I Legal Description i Lying and being in the State of Kentucky and the County of Boone, located on the east side ofl-75 and the south side of Kentucky 338 at their intersection and more particularly described as follows: Beginning at the point, said point being a State of Kentucky right of way marker for Kentucky 338, and being 70.00 feet south of and radiaJ from the centerline of said Kentucky 338; thence along the south right of way line of said Kentucky 338 on a curved line deflecting to the left 231:2 feet,·having a radius of 1707.02 feet, chord of said curve bears North 64° 34' 47" East a dis ce of 231.03 feet to a p<>int, said point being a ·set iron pin; thence leaving said southerly right of way line of Kentucky 338, South 36° 19' 00" East 140.13 feet to a point, said point being a set iron pin; thence South 53° 04' 00" West 136.00 feet to a point, said point being a set iron pin; thence South 14° 36' 59, West ·232.34 feet to a point, said point being an existing concrete monument; thence South 24; 52' 2i' West, 113.22 feet to a point, said point being a set iron pin thence South 23° 21' 00" West, 467.33 feet to a point. said point being a set iron pin; thence North 71° 42' 00" West, 100.83 feet to a point, said point being an existing post; thence North 83o 24' 03" West, 298.98 feet to a point, said point being an existing concrete monument, and also being in the limited access line of Interstate 75 and also being 94.00 feet cast and radial off of ramp "D" oflnterstate 75; thence along said limited access line of the following courses and distance, along a curve deflecting to the right 177.94 feet. having a radius of 1816.00 feet, chord of said curve bears North 1 I 0 36' 31" East a distance of 177.87 feet to a point, said point being 94 feet east of and radial from ramp "D" baseline station 6-70.3 and also being a set iron pin North 15° 53' 42" East, 541.70 feet to a point, said point being an existing State of Kentucky right of way marker, and being 94.00 feet east. of and radial from baseline station 12+12 Ramp "D,and also being 70.00 feet south of and radial from centerline of survey station 17+93 Kentucky 338, North 7849' 12" East 47.77 feet to a point; said point being a set.iron pin and also being 70.00 feet south of and radial from centerline of survey station I 8+40.77 K(1ntuck:y 338, on a curved line deflecting to the left 282.59 feet raditis of said curve being 1707.02 feet, chord of said curve bears North 73°.12' I 2" et a distance of 282.27 feet to a pciint, said. point being an existing State of Kentucky right-of-way marker and also being 70.00 feet south of and radial to Kentucky 338, and also being the approximate location of the end of said limited access line to Interstate 75, and also being the point of beginning containing 9.0166 acres of land, more or Jess. Being the same property conveyed to TA Operating Corporation, a Delaware corporation, by Deed dated December 9, 1993, and recorded in Deed Book 529, Page 56, in the Office of the Boone County Clerk. |
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EXHIBIT A-14 TA Slidell 1682 Gause Blvd. Slidell, LA Legal Description Parcell A certain portion or tract of ground in St. Tammany Parish. Louisiana, in Section 1 of Township 9 South, Range 14 East, more particu]arly described as follows: From the section comer conunon to Sections 1, 2, 11 and J 2 of Township 9 South, Range 14 East, go North 89 degrees JJ minutes JO seconds East for a distance of 403.66 feet; thence North 0 degrees 42 minutes 59 seconds West for a distance of 51.82 feet; thence North 89 degrees 17 minutes 01 seconds East for a distance of327.91 feet; thence North 87 degrees 38 minUles 19 seconds East for a distance of 183.97 feet; thence North 2 degrees 21 minutes 41 ·seconds West for a distance of 135.00 feet; thence North 87 degrees 38 minutes 19 seconds East for a distance of 318.02 feet; thence North 55 degrees 54 minutes 13 seconds West for a distance of 78.90 feet; thence North 24 degrees 10 minutes 07 seconds East for a distance of 272.00 feet to the point of beginning: From the point of beginning go North 24 degrees 10 minutes 07 seconds East for a distance of 415,10 feet; thence South 65 degrees 45 minutes 53 seconds East for a distance of 45.00 feet; thence North 24 degrees 10 minutes 07 seconds East for a distance of242.30 feet; thence North 17 degrees 10 minutes 07 seconds East for o distance of 428.90 feet; thence South 87 degrees 38 minutes 19 seconds West for a distance of I,173.30 feet; thence South 2 degrees 21 minutes 41 sccond8 East for a distance of 800.00 feet; thence North 87 degrees 38 minutes 19 seconds East for a distance of 508.00 feet; thence South 02 degrees 21 minutes 41 seconds East for a distBncc of 171,50 feet; thence North 87 degrees 38 minutes 19 seconds East fora distance Qfl55.61 feet back to the poi'nt ofbcginning. Containing 19.379 acres. Parcel U A 3.968 acre tract of land in Section l, Township 9 South, Range 14-East, St. Tammany Parish, Louisiana, more particularly described as follo'ws: From the intersection of Sections 1, 2, 11 and 12, Township 9 South, Range 14 East, St. Tammany Parish. Louisiana, go _North 89 degrees 13 minutes 10 seconds East for a distance of 403.66 feet along the north right of way line of Gause Road (Louisiana 1092) to the point of right of way line widening; thence North 00 degrees 42 minutes 59 seconds West a distance of 51.82 feet; thence North 89 degrees 17 minutes 01 seconds East a distance of327.91 feet along said right ofway line widening; thenec North 87 degrees 38 minutes 19 seconds East a distance of 143.97 feet to the point of beginning; thence North 02 degrees 21 minutes 41 seconds West a di ancc of200 feet; thence South 87 degrees 38 minutes J9 seconds West a distance of 150 feet; thence North 02 degrees 21 minutes 41 seconds West a distance of220 feet; thence North 87 degrees 38 minutes 19 seconds East a distance of 696.61 feet to 1he west right of way line of hlterstate 10; thence South 24 degrees 10 minutes 07 seconds West a distance of272 feet; thence South 55 degrees 54 minutes lJ seconds West a distance of 78.9 feet to a concrete highway marker; thence South 87 degrees 38 minutes 19 seconds West a distance of 317.10 feet to a concreae highway marker; thence South 02 degrees 21 minutes 41 seconds East a distance of 135.4 feet to a concrete highway marker; thence South 87 cgrees 38 minutes 19 s nds West a distance of 40 feet to the point of beginning. I of3 |
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Parcel m A 2.00 acre tract of land in Section 1, Township 9 South, Range 14 East. St Tammany Parjsh, Louisiana, described as follows: From the intersection ofSections I, 2, II and 12, Townlihip 9 South. R8.Ilge 14 East, St Tammany Parish, Louisiana go North 89 degrees 13 minutes 10 seconds East a distance of 403.66 feet along the north right of way line of Gause Road (Louisiana 1092) to point of right of way line widening; thence North 00 degrees 42 minutes 59 seconds West a distance of 51.82 feet; thence North 89 degrees 17 minutes 0J seconds East a distance of.327.91 feet along said right of way line widening, thence North 87 degrees 38 minutes 19 seconds East. a distance of 143.97 feet; thence North 02 des 21 minutes 41 seconds West, a distance of200 feet; thence South 87 degrees 38 minutes 19 seconds West a distance of ISO feethence North 02 degrees 21 minutes 41 seconds West a distance of220 feet to Q point ofbegirming; thence North 02 degrees 21 minutes 41 seconds West a distance of 171.5 feet; thence North 87 degrees 38 minutes 19 seconds East a distance of 508 fcct; thence South 02 degrees 21 minutes 41 seconds East a distBnce of 171.5 feet; thence South· 87 degrees 38 minutes 19 seconds West a distance of 508 feet to the point of beginning. LESS AND EXCEPT the following parcel of ground sold by Union Oil Company of California to Willis A. Baker by act recorded August 2, 1973 and registered in COB 710, Folio 405 and more particularly described as follows: All that certain lot or parcel ofland situated in Section I, Township 9 South, Range 14 East, Parish of St. Tammany, State of Louisiana, more fully described as follows: Commencing at the s tion comer coiTUilon to Sections 1, 2, 11 and 12 of said Township md Range, go North 89 degrees 13 minutes 10 seconds East for a distance of 403.66 feet; lhcnce go North 00 degrees 42 minutes 59 seconds West for a distance of51.82 feet; thence go North 89 degrees 17 minutes 01 seconds East for a distance of 327.91 feet; thence go North 87 degrees 38 minutes 19 seconds East for a distance of 143.97 feet tthe point of beginning. Thence from said point of beginning go North 02 degrees 21 minutes 41 seconds West for a distance of200.0 feet; lhence go North 87 degrees 38 minutes 19 seconds East for a distance of 6.2 feet; thence go South 02 degrees 21 minutes 41 seconds East for a distance of 200.0 feet; thence go South 87 degrees 38 minutes 19 seconds West for a distance of6.2 feet. back to the point of beginning. FURTHER LESS AND EXCEPT the following parcel of ground sold by Special Wammty Deed by Union Oil Company of California to Fred H.Goodsen by act dated December 21, 1977, and recorded in COB 872, Folio 334, more fully described as follows: All that certain parcel of land situated in Section 1, Township 9 South, Range 14 East, Parish of St. Tammany, State of Louisiana, more· fully described as follows: From the section comer conunon to sections I, 2, 11 and 12, Township 9 South, Range 14 East, go North 89 degrees lJ minutes' 10 seconds West for a distance of 403.66 feet; thence go North 00 degrees 42 minutes 59 seconds West for a distance of 51.82 feet; thence North 89 degrees 17 minutes Ol seconds 2 of3 |
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East for a distance of 327.91 feet; thence North 87 degrees 38 minutes 19 onds East for a distance of 150.17 feet to Point "A". Thence from Point "A" go North 02 degrees 21 minutes 41 seconds West for a distance of 200.0 feet to a point; thence South 87 degrees .38 minutes 19 seconds West for a distance of 156.2 feet to a point; thence North 02 degrees 21 minutes 41 seconds West for a distance of 776.72 feet to a point; thence North 87 degrees 38 minutes 19 seconds West for a distance of 199.35 feet to a point; thence South 02 degrees 21 minutes 41 seconds East for a distance of 841.32 feet to a point; thence South 87 degrees 38 minutes 19 seconds West for a distance of9.35 feet to a point; thence South 02 degrees 21 minutes 41 seconds East for a distance of 135.4 feet to a point; thence South 87 degrees 38 minutes 19 seconds West for a distance to Po1i4Ant'". Containing in all of 33.8 feet along the northerly right of way line of Gause Road. 3.72367 acres of land, more or less. Together with those certain incorporeal rights in favor of the land and established as fo11ows: (a) servitudes reserved by Union Oil Company of California to use a sewerage lift station, sewer and water lines, gas mains, etc. as contained in Special Warranty Deed by Union Oil Company of California to Fred H. Goodscn, dated December 2 I, 1977 and filed in COB 872, Folio 334; and (b) Declaration of Protective Covenants established by act dated December 21. 1977 between Union Oil Company of California and Fred H. Goodsen, registered in COB sn, Folia 337, (the UJncarporeaJ Rights"). Acquired by Cash Sale recorded under Registry No. 8551 I 7. 3 of3 |
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EXHIBIT A-15 TA Elkton 1400 Elkton Road Elkton. MD Legal Description All of those lots or parcels of land located in Cecil COunty, Maryfand and more particularly desci1bed as follows: BEGINNING FOR lliE SAME AT A CONCRETE MONUMENT ON TiiE SOUTHEASTERLY SIDE OF MARYLAND ROUTE 279 (187 FEET WIDE),SAID POINT BEING A CORNER FOR LANDS NOW OR LATE OF EDISON L MERRILL AND LANDS HEREIN DESOUBED;THENCE TI-lE FOllOWING lWO (2) COURSES AND DISTANCES ALONG THE AFORESAID LAND OF MERRill! (1) SOUTH 7 DEGREES 02 MlNlJTES 20 SECONDS EAST, 1,420.44 FEET TO AN IRON PIPE; {2) NORlli B3 DEGREES 30 MINUTES .30 SECONDS EAST, 305.38 FEET TO AN IRON PIPE ON THE NORTHWESTERLY SIDE OF PHILADELPHIA BALTIMORE AND WASHINGTON RAILROAD COMPANY,SAID POINT BEING 125 FEET NORTHWESTERLY OF THE CENTER LINE OF SAID RAILROAD MEASURED RADIALLY THERETO; TliENCE BY THE AFORESAID SIDE OF THE RAILROAD,THE FOLLOWING FOUR (4) COURSES AND DISTANCES: (1) BY AN ARC OF A QRClE CURVING TO THE RIGHT 351.92 FEET (RADIUS 20,052.42 FEET) TO A CONCRETE MONUMENT; (2) SOUTH 41 DEGREES 16 MrNlJTES 10 SECONDS WEST,296.52 FEET TO A CONffiETE MONUMENT,SA1D POINT BEING 125 FEET NORTiiWESTERLY OF lliE CErfrER UNE OF THE RAILROAD (3) SOllTH 84 DEGREES 03 MINUTES SO SECONDS WEST,70.71 FEET TO AN IRON PIPE; (4) SOUTH 41DEGREES 23 MINUTES '19 SECONDS WEST 340.48 FEET TO A CONCRETE MONUMENT,SAID POINT BEING THE COMMON CORNER FOR THE AFORESAID RAILROAD,THE NORTiiERLY RIGHT-OF-WAY UNE OF THE NORTHEASTERN EXPRESSWAY (AS SHOWN ON MARYLAND STATE ROADS COMMISSION PLAT NOS. 21865, 21866 AND 26434), AND LANDS HEREIN DESCRIBED; TiiENCE, ALONG THE AFORESAID RIGHT OF-WAY UNE OF NOR EASTERN EXPRESSWAY THE FOUOWING THIRTEEN (13) COURSES AND DISTANCES; (1) NORTH 77 DEGREES 56 MINUTES 13 SECONDS WEST, 59.06 FEET TO A CONCRETE MONUMENT;(2) NORTii 72 DEGREES 13 MINlJTES 43 SECONDS WEST, 137.42 FEET TO·A CONCRETE MONUMENT; (3) NORTH 54 DEGREES 03 M!NlJTES 53 SECONDS WEST 89.94 FEET TO A CONCRffi MONUMENT;(4) NORTii 34 DEGREES 14 MINUTES 23 SECONDS WENT, 45.71 FEET TO A CONCRETE MONUMENT; (5) NORTH 37 DEGREES 25 MINUTES 33 SECONDS WEST, 132.24 FEET TO A CONCRETE MONUMENT;(6) NORTH 15 DEGREES 39 MINUTES 03 SECONDS WEST, 88.22 FEET TO A CONCRETE MONUMENT;{7) NORTH 18 DEGREES 17 MINUTES 03 SECONDS WEST, 41.65 FEET TO A CONCRm MONUMENT; (8) NORTli 16 DEGREES 00 MINUTES 43 SECONDS WEST 151.65 FEETTO A_ CONCRETE MONUMENT; (9) NORTii 30 DEGREES 05 MINUTCS 13 SECONDS WEST 103.06 FEET TO A CONCRm MONUMENT;(10) NORTii 16 DEGREES 00 MINUTES 43 SECONDS WEST 70.94 FEET.TO A CONCRffE MONUMENT; {11) BY AN ARC OF A ORCLE CURVlNG T0.THE RIGHT 386,38 FEET {RADIUS 540.00 FEET) TO A CONCRETE MONUMENT;(12) NOR.lli· 22 DEGREES 2 MINlJTES 22 SECONDS EAST, 102.22 FEET TO A CONCRETE MONUMENT;(13) NORlli 35 DEGREES 48 MINUTES 52 SECONDS EAST 65.62 FEET TO A CONCRETE MONUMENT,SAID POINT BEING ON THE SOUTiiEASTERLY SIDE OF MARYLAND ROUTE 279 (AS SHOWN ON MARYLAND STATE ROADS COMMISSION PLAT NOS. 19898, 19899 AND 26433);TliENCE, BY lliSAME THE FOUOWING {3) COURSES AND DISTANCE: (1) NORTli 35 DEGREES 34 MINUTES 52 SECONDS EAST, Sn.00 FEET to A CONCRmMONUMENT; (2) NORTH 34 DEGREES 50 MINUTES 12 SECONDS EAST,461.04 FEET TO A CONCRETE MONUMENT;(3) NORTii 35 DEGREES 34 MINUTES 52 SECONDS EAST, 95.02 FEET TO A CONCRETE MONUMENT,THE FIRST MENTIONED POINT OF PlACE OF BEGINNING. CONTAINING WITHIN SAID METES AND BOUNDS 30.071 ACRES, MORE OR LESS. SUBJECT TO THREE (3) PERPETUAL OPEN DITCH EASEMENTS AS SHOWN ON MARYlAND STATE ROADS COMMISSION PLAT NO. 19899, 26433, AND 26434. |
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EXHIBIT A-16 ·rA Foristell 3265 N. Service Road East Foristell. MO PAR.CSi..I:. !t-·fract of land being part Of19, Townwp 47 North, RDge 1 Eastaad beibf 010re particulady described as·follows: CoiD.Il'ICBCing at an old staae·l'lllridng the Southwestof the Southeast one quarter of tho Northwest quarter of Section 19, Township 47 North,Range 1 East; 1heno: from said poillt Sooth S9 degrees 42 minutes 30 secondS East l32S.l9·fed: Co a point on a curve on the Eastern right of way line of State Highway "W",·said point marking' the bcginnhlg point of the tract herciBafter descn"bc4; thence along said.Ifigh:wayright of way along a C IJ:Ve fD the left an m: distance of 156.52 .tOOt 10a lX$t marking die poim of ian£edcy of said cum; said cmve baviag a radius-of 766.72 kt and.an included a.agle of 11 dcg:teCs 41 mimltes 48 seconds; tlteao: watinuin& along said right of 'WaY South 89 degrees .S9 minutes 50 sccouds West 15.00 feet to an iron pipe; thmce North 2 degrees 19 minutes West along said rilJht of way 20.93 feet to an irou. pipe; thence South 89 dep:cs 57 lllirnm:s 30 seconds East 1049.11feet to an old iron pin; thei1ce South 0 degrees 03 mblutes 40 seoonds West 1139.10 feet to an 'iron pipe on tile Northern right of way line of Interstate Highway 70; thence along the Northem right of way Iina oflntetstate Highway 70 the following oourses ad distances:North 64 degrees 53 minnms West 7.00 feet North 71 degrees 47 minutes 40 seconds West 769.10 feet; NQrth 4809 minutes 50 seconds West 189.60 feet; North 0 degrees 08 minutes 23 seco1iids East 176.71 feet; Sooth 60 degrees 39 minub:s West l39.SS feet; North 47 degrees S3 minutes West 22.21 feet; North 39 degrees 27 minutes SO 5e(;:Ollds West 93.49 feet and North 32 degrees 02 l'tlinuU:s 30 seconds West 123.34 feet to an iron pipe marking the intersection of the Northright of way line and 1hc Eastern right of way line of State Highway; thence along thO Eastern right of way line of State Highway ":VV" North7 degrees 18 minntes 40 seconds East 7L96 fuet to an iron pipe m.a.ddng a point of curvatme on said Highway "'W":thence along said right of way along said curve to the left aa. arc distance of238.65 teet to the place ofbeginning, said curve having a radius of 166.n fi:et and an included angie of 17 degrees·so minutes 02 seconds aH as per SUIVey and Plat made by St Charles Cmmty Engineering & Surveying, Inc. dah:d October 1969, EXCEPTING mEREFROM that portion conveyed to Robert A. Kaiser by Spocisl wDeed reconkd in Book 995 Page 1946. PARCt!L2: · Also a Non-exclesiw PenDaBent Easement fbr the constroction and maiatenaHCC oftmdergrouru:l effiuent lateral line, across v.mtots' part ofthe Southeast quarter of tile Northwest quarter ofSectioa.I9, Township 47 NQrth, 1 East, which abuts the West right of way iiue of s Route "'W", said casement to be twenty (20) feet wide and a4jacent tO and parallel with the West right of way liRe of State Route 16W" and is described as commencinat an old stone marldDg the Soufhwest comer af the Southeast one qnarter of the Northwest quarter of Section 19, Township 47 North. Raage 1East; thence from said point South 89 degrees 42 minutes 30 seconds East 1325.19 feet to a point on 11 cw:ve on the Bastem right of way line of smte Highway "W"i thence aloog wd curve to the left along said highway right of way and arc distance of 1S6.S2 feet to a poiat; said curve having a r.dins of 766.72 feet and an included angle of II degrees 41 miButes 48 seconds; thence continuing ai01J8 said Highway "W" right of WWJ South 89 flegrces 59 miButes SO secosds West IS.OO teet and North 2 degrees 19 mitmtes West 20.95 feet to an iron pipe on said right of way; thence North 89 degrees7 .minutes 30 lieCOI1ds West 76.71 feet tO a point on the ·westxrrn right of way line of said State InsJlws:y ""W"; said point also marldng the begillDilig point of the:; casement herein described; thence along the Western right of way line·ot said State Highva1y "'W" Scutb 6 degrees S4 minutes 4Q $e00Bds West 17.00 feet to a point on said right of way: thence North 83 O rnhiutes 20 SCC?Onds West 20.00 feet to a poiHt; th.enoe Notth6 degrees 54 minutes 40 seconds East 119.27 feet to a point beinJ West 1 of3 |
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of and.20. feet from 1he W: right of way line of.said Highway "'W"; ·the7Xc North 000 minutes 10 seconds w 800 20fiom:and parallel-ttio· Wcstx:m line of said'State Highway "W' 5 ;79' feet·tx} a point in a creek; lheru:tJ North 89 de59-·minmes so seConds East w oo feet to a..point on the Westcm.· right. of way line ofiaid Highway "VV"; thence $o8 th wright of way tinct.of safd.Highway "W" South·O:degrees oo min_1ttes 10 East s25.oo feet to a point.on-saidof way; thcontinuing along saicf·highway right otway Saath·6.d"CgRes 54 timmtes 40 ·seconds WcSt-103.43 fi:et to thepoint-of said described easement. . PARCELl: A Noa-aclEasement over a tnict of land being pan of Section-19.Township 47.North. Range 1East. StCharles Collll1y, Missouri. aridbeing ddcribc:d as fullows: Commencing at the Southwest comer of the Soutbeast quar1er of the Northwest quarter of Section .19, Township 47 North. Range 1 East; thence South 89 degrees 42 minutes 22 SCQlnds East, a record distance of 1325.19 feet to a point on the East line of Missouri Slate Highway '"W'; thencesaid East line along a curve to theI156.S2 feet to an 91d iron pipe, said curve having a radius of 766.72 :fi:et and an. inclllded angle of 11 degrees. 4minutes 48 seconds; thence North 89 degrees 4minutes 29 seconds West 1.5.14 feet to an old iron pipe; theHce North 02 degrees fY7 minutes 19 seconds West. 20.93 feet to a point tbeooo departing the East line of Missouri State Highway 'W', South 89 degrees 57 minutes 3S seconds East. 10.42 feet to the point ofbeginning ofl:hc easemeot herein described; theru::c South 64 degrees 33 minutes 04 seconds East 207.26 feet to a point; thc;nce South 26 degrees S4 minutes 47 seconds East, 386.20 foot 1o the term.i.nus of said easement · 2 of3 |
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Parcel l . ei g the same as: A' trac;rt ot lMd be1Ji9 pr1rt oSocUon l9 1 2'o1rnllhLp 47 North, Aazlge l Jiast, 4Dd part oL the 1'41118 property f!onvayed to Un.loo OH company oL calf ortJJJJ a,; racord&d J.n &Jolc S!Sz, Page 4JJ or t:be st. Cb.ttles .county Hissouri Recorder's otC1os, sald traat baing more partlcu14rly described .a rollows: COHHBHCING at an old stono mark1ng the soutlwast. earner otbe southeast Quart:er oc the Northwest Quarter oC SecttCIIJ 111 f'wnBhip 41 North, RUJ9e eart/thence South S9 tlur]r&GB 42 Jl1nutos 30 llleoonds st, J.325.19 Laat to 4 po.l..nt: on 4 ourve an the Eastern right f-way l1na oL State Hig ay ";tbenae 11longa!drj9ht-or Tofay U.ne blong a cunre to tha rJ.gbt having a rdjus o£ 766.72 teet, a Ol!!'.lltral angl ot" .17 d<agreefl slll.Lnute 25 seaOISdl# an a.ro l 11gtb DL Z31J .96 teet, tfle chprd ot tth.ioh lxlars soutb 20 dfiJVrefiul 38 JliQUt:ss 55 sscons h'ast, ZJ7.u .teet:.to 4 point/ tbence c:ont:l.nu.l.IJ!l alonsr sa1d r1ght""''t-vay lJ..ao, Soutb 01 datp:t ss 10 ll!nute :JQ sooohds PfeBt, 11.!11 reet to tbe po1nt ot UatAr Jactto.a or saJ.d .tastaru rJgbt-otwey llne· wit:.b the ICorthe.m r:.1gl:lt..otll'ay lhta.tbe Lo11CN11ig; south l2 dag.r-aes 01 .111.tnatatJ Z2 saaond6 ssst:, 23.52 .tust i to tl point/ thence south J9 degrees 18 .llliJJUtvlf 47 SGC'ondc Eut, !13 .lB Leet; to a po.111f::: thence SOUtb 48 d'egrees 21. ra.intrta 01 i :oaond 22.25 te11t; to a paint:.; thana. Nortb 60 cfagt"811.s l I .Uutes 56 seconds East:1 IJ!I.n .teat to a 1'01112' OF lJirGIJmr.RG or tbe t:rect o.t land lteraJn dec:ribedt .thence loaving uJd Nortbern I :d.ght-.ot vay .U.nu and .tlon!F f:ha &urtarn line oC property nov or I forJ C rly ot st.Lou!:s Hast YO rnn, rnc., as reaordad in llook 10tH1,. Psge 72i at the r;ald Reaol:"tlor'll O.ttl.r;o the .tallcdngr llo.rt:.h SJ ctagras :u 11!1nutes 1 ss·c:ond-1 Bta6t, ns.oo teet to·" poJ.ntr thanc:e Nartb lli degrees SJ IIIUtUCeli 0-f seaondB l'ast,435.oo .teet to UJ8 southern llne ot property no" or Lorlllfl:r:-Jy a Gibson Trect J as reco dad .!n Boak 359,.P9' 6Q or t.be aald ecorder ot tf:fll tbenoe Ieav1ng Ga.td t:llo3tttrn LJnu and e.lontho southern U.two stdd Gibacn Prop.rty and also along tM southerJ:t llna oL property now or lc:JrJa(lrly ot Garrett Tract 26 ss recardad 1.n Boalc 1 58, Ptlgr: so ol ·the said Recardar1 attica soutb u dBgroas H llllnutatJ 35 s&aond& East, 529.12 teat to the Horthvest corner ot property I!Off or tormerly of st. Louls West 70 ruck Wach, Inc., ParcaJ No. Z, a5 raeordod in eook lo&o, Pago 728 of the said Racorders ottlce; th nce laavJng saJd 30Qthern llna and along the we rn l1ne ot aid t.LoulWe6t 10 rvk W qh, rnc. property and l .long·the h'este.r-n J!.ne at property nov or LorrtUJrly or st.Lou1s Host 70 2'rur.k Waah, Inc. Parcel No. l, a& ruco ad in Book J06Q, Page 728 ot the &aid Recorder s Ot"tlca, sout:h ·oo degrees O:J minute.li1 -44 IJIIC:Ond: Wast:, Il39.1Q taat to the Northam right-o.t-ay line of the arora mentioned Interstate Highway 101 thenae leaving 5aid We tern J!na and slang sa1d Northern·r g t-oL-vay line the lolla !ngi North S4 ds rees 53 nutsoo seaonds West, 1.00 Leet to a point;thanc 8 North 7 r!SCJrGG$ 47 flfinates 40 ,;eaond5 Jfest, 7f1.l0 reet to a point·thence NQrth 48 dsgrees 09 mLDute48 &ecaRds Wsst, 189.60 .teet 'to a pa1.nt:t thence Harth 00 degraas oa zlnutes 17 seconds East, l7G.7l teet to the POINOP B GI9N1NG. 3 of3 |
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EXHIBIT A-17 TAGrand Island 8033 W. Holling Road P.O. Box I 67 Aida (Grand Island). NE Legal Description The land referred to is situated in the State of Nebraska, County of Hall and1s described as follows: ALL THAT CERTAIN REAL PROPERTY LOCATED IN THE COUNTY OF HALL, STATE OF NEBRASKA, BEING MORE PARTICULARLY DESCRIBED AS; . A TRACT OF lAND COMPRISING A PART OF THE NE1/4, NE1/4 OF SECTION 36. TOWNSHIP 10 NORTH, RANGE 11WEST OF THE 6TH P.M.IN HALL COUNTY.NEBRASKA,MORJ: PARTICULARLY DESCRIBED AS FOLLOWS:BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION'36, SAID POINT BEING 42.1 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 36; THENCE RUNNING SOUTHWESTERLY ALONG A LINE FORMING AN ANGLE OF 49°46'45" WITH SAID SECTION LINE, AND ALONG THE NORTHWESTERLY HlGHWAY RIGHT.OF-WAY LINE, A DISTANCE OF 1,046.4 FEET,TO A POINT OF CURVATURE;THENCE SOLTTHWESTERLY ALONG THE ARC OFA CURVE TO THE RIGHT WHOSE RADIUS IS 718.61 FEET (INITIAL TANGENT OF WHICH COINCIDES W1TH THE LAST DESCRIBED COURSE),A OISTANCE OF 350.2 FEETi THENCE CONTINUING SOUTHWESTERLY ALONG THE ANAL TANGENT OF THE LAST DESCRIBED CURVE, AND ON SAID RIGHT-OF-WAY LINE. A DISTANCE OF 265.6 FEET TO THE WEST UNE OF SAID NE1/4,NE1/4, A DISTANCE OF 1,101.24 FEET TO THE NORTHWEST CO.RNER OF SAID NE1/4, NE1/4;THENCE EASTERLY ALONG THE NORTH LINE OF SAID SECTrON 36, A DISTANCE 1,243.92 FEET TO THE PLACE OF BEGINNING. ALL OF THE ABOVE-DESCRIBED LAND BBNG THE SAME AS THE FOLLOWING: LEGAL DESCRIPTION A TRACT OF LAND COMPRISING A PART OF THE NE1/4 NE1/4 OF SECTION 36,TOWNSHIP 10 NORTH, RANGE 11 WEST OF THE 6TH P.M., IN HALL COUNTY, NEBRASKA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH UNE OF SAJO SECTION 36iSAJO POINT BEING 41.2 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 36; THENCE SOUTH 40" 13' 26" WEST ALONG AND UPON THE NORTHWESTERLY HIGHWAY RIGHT-OF-WAY LINE A DISTANCE OF 1,046.4 FEET TO A POINT OF CURVATURE;THENCE SOUTHWESTERLY ALONG THE ARC OF A CURVE TO THE RIGHT WHOSE RADIUS IS 718.51 FEET (INmAL TANGENT OF WHICH COINCIDES WITH THE LAST DESCRIBED C,OURSE), A DISTANCE OF 350.2 FEET (LONG CHORD 346.74 FEET·LONG CHORD BEARING SOUTH 54° 11" 12.5" WEST);THENCE CONTINUING SOUTHWESTERLY (SOUTH 68"08'69" WEST) ALONG AND UPON THE FINAL TANGENT OF THE lAST DESCRIBED CURVE AND ON SAID RIGHT OF WAY UNE A DISTANCE OF 265.44 FEET TO A POINT ON THE WEST LINE OF SAID NE1/4 NE1/4;THENCE NORTH 02"06'19" WEST ALONG AND UPON THE WEST LINE OF SAID NE1/4 NE1/4,A DISTANCE OF 1,101.38 FEET TO THE NORTHWEST CORNER OF SAID NE1/4 NE1!4; THENCE NORTH 90"00'00' EAST ALONG AND UPON THE NORTH UNE OF SAID SECTION 36, A DISTANCE OF 1,243.75 FEET TO THE POfr'.fT OF BEGINNING. NOTI;:THE ABOVE BEARINGS ARE RELATIVE TO THE NORTH LINE OF THE NE1/4 NE1/4 WHICH WAS ASSUMED AS NORTH 90 00'00" EAST. |
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EXHIBIT A-18 TA Columbia 2 Simpson Road Columbia. NJ .,. Legal Description ALL that certain lot, parcel or tract of land, situate and lying in the Township of Knowlton, CoWlty of Warren, State of New Jersey, and being more particularly described as follows: TRACfl: -·. BEGlNNING at a corner in the Northeasterly right of way line of New Jersey State Highway Route 46 (1953) Section I (freeway) opposite base line station 246+57 +/-; said comer is located 30 feet Northeasterly (at right angles) from the centerline of a frone road known as "Service Road C" and running; thence (I) along lands now or formerly belonging to Garris Eliz.i eta, North 70 degr34 minutes and 12 seconds East nlistance of 4L19-feet..to a comer of the sat e; thence (2}along the same, North 19 degrees, 19 ininutes and 48 seconds West a distanc.e of 50.00 feet to a corner of the some; thence{3) along the same, North 70 degrees, 34 minutes and 12 seconds East a distance of 126.82 feet to a comer of the same; thence (4} along lands now or formecly belonging to G. ElizibetaJ Robert Schoonver, Albert Stackhouse and Robert Uruingst, North 19 degrees 19 minutes 48 seconds West a distance of 407.46 feet to an iron pipe (found) comer to Robert Unangst (now or formerly); thence (5) along the same, South 70 degrees 34 minutes 12 seconds West a distance of293.15 feet to a corner of the same, in the aforementioned right of way ofNJ. State Highway Route 46 (Service Road C); thence (6) Along said right of way line ofN.J. State Highway Route 46 by a curve to the right having a radius of 1955.16 feet an arc length of 53.01 feet and whose chord bears, North 26 degrees· 54 minutes 36 seconds West a distance of 53.01 feet to a point in said tight of way line (opposite base line station 241+26+/ ); thence (7) along said Northeasterly right of way line, North 19 degrees 13 minutes and 48 seconds West a distance of25.61 feet to a corner in said right of way line, comer to lands remaining to Grantor herein; thence (8) along lands remaining to Grantor, North 70 degrees 34 minutes 12 seconds East a distance of750.00 feet to a comer of the same; thence (9) along lands remaining to Grantor, South 32 degrees 31 minutes and 53 seconds East a distance of 815.46 feet to a comer of the same; thence (10) along lands remaining to Grantor, South31 degrees 53 minutes 19 seconds West a distance of 407.00 feet to a point of curvature; thence (11) along the same, by a curve to the right having a radius of 300.00 feet an arc length of 152.86 feet and whose chord bears, South 46 degrees 29 minutes and 9 seconds West a distance of I 51.22 feet to a point of tangency; thence (12) along the same.South 61 degrees 5 minutes and 0 scci>nds West a distance of43.19 feet to a comer of lands remaining to the Grantor in the Northeasterly right of way line of frontage road known as "Servico Road C" (formerly Peny Street}; said comer in located 50 feet more or less measured Northwesterly along said right of way line from tbe Northwest comer of lands now or formerly belonging to Ella Bucek; thence (13) along said right of way line. North 28 degrees 55 minutes and 00 seconds West a distance of220.00 feet to an angle point in sajdright of way line; thence (14} still along said right of way line of"Service Road C' South 61 degrees, 5 minutes and 0 seconds West a distance of 85.80 feet to a point on a curve; thence (15) by a curve to the right (parallel and 10 feet Northeasterly fc]dially from an ex.isting curb) having a radius of 140.00 feet an arc distance of 57.31 feet and whose chord bears, North 74 degrees 04 minutes 56 seconds West a distance of 56.91 feet to a point on said curve in the aforementioned right of way line of N.J. State Highway Route 46: thence (16) along said right of way (parallel and 30 feet Northeasterly at righl angles from the centerline of Service Road C), North 41 degrees 13 minutes and 56 seconds West a distance of371.61 feet to the place of beginning. 1 of4 |
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TRACTTI: BEG.JNNJNG at an Iron on the Northerly sideline of Kitchen Street where the same is in.lersectecl by tho Wester!y line of land of Charles Dutt. said point being also the seconds comer described in a deed from He!eo A. Weller to Ladis L.Bucek and wife dated December 12, 1950 and recorded iri the Warren County Clerk"s Office in.Book 349 of Deeds page 457 and from said po alld place of beginning running thence; Along land of Charles Dutt North23 degrees 28 minutes 23 seconds West 419.62 feet to an.iron on the Southeasty sideline: of a 50 foot wide right of way thence; 1. 2. Along tJie Southeasterly sideline of said 50 foot wide right of way South1 <te53 nu es 19 secoiids West 156:81. feet to a·p:oint of ct.iiYatW-o;thence; StiU along the Southeasterly sideline of said 50 foot wide right of way on a cwve to the right having a radius of 350.00 feet for a d stance of 178.34 feet to a point of tangency, thence; Still along the Southeasterly sideline of said 50 foot wide right of way So61 degrees 05 minutes West 8.19 feet to a point of curvature, thence; 3. 4. S. On a curve to the left having a radius of 35.00 feet for a distance of 54.98 feet to a point of tangency on the Easterly sideline of Frontage Road (formerly Perry Street) theoce; Along the Easterly sideline of Frontage Road (follllerly Perry Street) South 28 degrees 55 minutes East 76.79 feet to a point of curvature, thence; 6. 1. Still along the Easterly sideline of Frontage Road (follllcrly Perry Street) on a curve to the left having a radius of 970.00 feet for a di ance of 186.14 feet to an iron on the Northerly sideline of Kitchen Street, thence; Along the Northerly sideline of Kitchen Street North 61 degrees 05 ntinntes East 293.20 feet to the point and place ofbegjnning. 8. Subject tQ a 10 foot wide water line easement running along courses 6 and 7 described above. Subject also to a triangular sight easement at the comer ofFrontage Road (fonnerly Perry Street), and the 50 foot wide right of way, said easement to run from a point whlch is on the Southerly sideline of the 50 foot wide right of way and 30 feet Easterly ftom the Easterly sideline of Frontage Road (formerly Peny St:recl) to the Southwesterly corner of the above: descn'bed property Together with Grantors right to use 50 foot right of way in common with others for ingress and egress as described in Deed Book 544, page 1147 of the Warren County Rflcords. 2 of4 |
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TRACTlil: BEGINNING at a point in the line ofTruclcitops of America; the six following courses and distances from a comer in the Northeasterly right of way line of New JCI'Sey State Highway Route(1953) Seotion I (Freeway) opposHe baseli.Q.e state 246+57 (more or less)i said comer being located 30 feet Northeasterly and at right angles · from the centerline of a frontage road lcnoWn as "Service Road C"; thence · North·70 degrees 34 minutes 12 seconds East, along lands now or formerly belonging to Garris Elizabeta, for a distance of41,19 feet to a point for a comer; thence (A) (B) North 19 degrees 19 minutes 48 seconds West, stUg thsailine of" Garris ElizabetSt distanCe of so.o·o feet to a point for a "corner;' thence 1 for a North 70 degrees 34 minutes 12 seconds East, still along the said line of Garris Elizabeta, for a distance of 126.82 feet to a point for a comer; theoce (C) North 19 degrees 19 minutes 48 seconds West, along lands now or fonnerly belonging to Garris Elizabeta, Robert Schoonver, Albert Stackhouse and Rot?crt Unangst, 407.46 feet to an iron pipe for a comer; thence (D) (E) South 70 degrees 34 minutes 12 seconds Wesaloog lands now or formerly Robert Unangst, 293.15 feet to a point in the aforementioned Northeasterly right of way Jine of New Jersey State Highway Route 46 {Service Road C); thence Northwestwardly, along a curve to the right having a radius of 1955.16 feet, an arc length of 53.01 feet, and having a chord bearing of North 26 degrees 54 minutes 34 seconds West, and a chord distance of 53.01, along thed Northeasterly right ofway line of New Jmey State Highway Route 46 (Service Road C); thence (F) (G) North 19 degrees 13 minutes 48 seconds West, along the said Nof1heasterly right of way line ofNew Jersey State Highway Route 46 (Service Road C), for a distance of26.6l feet to a point for a corner; thence North 70 degrees 34 minutes 12 seconds East, along lands 525.00 feet to on iron pin set for a comer, said corner being the point and place of beginning; thence (H) (I) North 19 degrees 13 minutes 46 seconds West, for a distance of444.39 feet to a point for a comer; thence (2) North 80 degrees 55 minutes 12 seconds East, for a distance: of 344.58 feet to a point of curvature; tbence (3) Northeastwardly, along a curve to the right having a radius of200.00 feet, an arc length of 297.50 feet, and having a chord bearing of South 56 degrees 27 minutes 59 seconds East, and a chord distance of270.62 feet, to a point oftangencr, thence 3 of4 |
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(4) South J3 degrees 51 minutes 09 seconds East, for a distance of965.10 feet to a point for a comer thence (5) North 34 degrees 31 minutes 53 seconds West.. along lands noor fonnerly belonging to Trocloitops of America, for a distance of815.46 feet to a int for a comer; thence (6) South 70 degrees 34 minutes 12 seconds West, stUI along the said lands ofTtucicstops of America, for a distance of225.00 feet it's the point and pofbeginning. 4 of4 |
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EXHIBIT A-19 TA Albuquerque 250 J University Blvd. NE Albuquerque. NM Bernalillo cOunty Property: A certain Parcel of land situate within projected Sect.lon 9, Township 10 North, Range 3 East,New Mexico Prindpal Meridian, in the Town of Albuquerque Grant,in the Oty of Albuquerque, Bernalillo County, New Mexico,and being more particularly described by metes and bounds survey,using state plane grid bearings and ground distances, as follows: BEGINNING at the Southwest corner of the Parcel herein .described,a point on the Westerly rlght-of-way line of University Blvd. N.E., from whence the Albuquerque control Survey station 11 10 Hl5" bea S. 65° 06' 55" W., a distance of 1,212.88 feet; lliENCE, N. 00° 3r 30" E.,a c:Ustance of 486.06 feet along said Westerly rlght-of-way nne to the Northeaster1y comer of the Parcel herein described,a point of curvature; THENCE, Northwesterly,a distance of 545.92 feet along the arc of a curve bearing to the left having a radius of 238.88 feet, a DeJt:a Angle of 130°. 54' 53 and a long chord which tiears N. 6'1° 49' Sr' W.,434.60 feet distance along the right-of-way line of Interstate 25 to a point of tangency; lHENCE, S. 49° 42' 37" w., a distance of 67.56 feet continuing along said right-of-way line of Interstate 25 to a non-tangent point on curve; THENCE, Southwesterly, a distance of 325.32 feet continuing along said right-of-way of Interstate 25 along the arc of a curve bearing to the lett having a radius of 1,345.50 feet, a Delta Angle of 13° 51' 11" and a long chord which bearsS. 42° 46' 57" W., 324.53 feet distance to a non-tangent point on curve; TiiENCE, s. 28° 00' 47" W., a distance of 166.56 feet continuing along said right-of-way line of Interstate 25 to a non-tangent point on curve; rnENCE, Southwesterly, a distance of 371.31 feet oontinuing along said right-of-way of Interstate 25 along the arc of a curve bearing to the left having a radius of 2,765.00 feet,a Delta Angle of 7° 41' 39" and a chord which bears S. 24° 02' 30" W., 371.03 feet distance to a point on curve and the Southwest corner of the Parcel hereln described,TifENCE, N. 82° 44' 42" E. 1 a distance of 906.17 feet to the Southeast oorner and point of BEGINNING of the Parcelherein described. All OF THE ABOVE-DESCRlBED lAND BEING THE SAME AS FOllOWS: A certain Parcel of land situate within the Town of Albuquerque Granin the oty of Albuquerque, Bernalillo County, New Mexico, and being more particularly descrtbed by metes and bounds survey, as follows: BEGINNING at the Southeast corner of the Parcel herein described,a point on the Westerly fight-of-way line of University Blvd. N.E., WHENCE the 1/4 comer common to Sections 9 and 10, Township 10 North, Range 3 East, New Mexico Prlndpal Meridian bear.; S. 57° 33' 31" E., 769.45 feet distance;TiiENCE, N. ooo 26' 00" E., 486.06 feet distance along said Westerly right-of-way line to the Northeast romer; 1HENCE, Northwesterly, 545.58 feet distance along the arc of a curve bearing to the left (said arc having a radius of 238.88 feet and a long chord which bears N. 64° 59' 45" W., 434.50 feet distance) along the right-of way line of Interstate 2to a point of tangency; :WENCE, 1 of2 |
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Exhibit A Legal Description (continued) S. 49° 34' 30" W., 67.55 feet distance along said rlght of way line of Interstate 25 to a point on curve (not tangent to beanng); ntENCE, Southwesterly,325.32 feet distance continuing along said right-of-way of Interstate 25 along the arc of a curve beartng to the left (Said arc having a radius of 1,345.50 feet and a chord which bears S. 42° 40' SO" W., 324.53 feet distance) to a point, (not tangent to curve); THENCE, S. 27° 52' 40" W., 186.56 reet distance continuing along said right-of-way line of Interstate 25 to a point on curve (not tangent to bearlng);THENCE, Southwesterly, 371.11 feet distance continuing along said right-of-way line of Interstate 25 along the arc of a curve bearina to the lett (said arc havina a rgdius of 2.765.00 feet and a chord which bearsS. 23° 54' 30" W.,370.83 feet distance) to a point on a rurve and Southwest corner; TiiENCE, N. 82° 36' 35.. E., 906.58 feet distance to the place of BEGINNING of the Parcel herein described. 2 ofZ |
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EXHIBIT A-20 TA Binghamton 753 Upper Court Street Binghamton, NY Legal Description ALL TiiAT TRACf OR PARCEL OF !,.AND, situate In the Town of Kirkwood, County of Broome and State of New York, being a part of lot Number 20 Bingham's Patent, bounded and described as follows: - Beginning-at a stake In the nor1tlerly 11ne of the·highway presently designated as U.S. Route No; 11 and New York Route No. lTwhlch said stake Is in the westerfy line of p"remlses conveyed to Byron layton by EzekielFinch by deed recorded In the Broome O>unty Oerk's Office January 28 1 1868 in Book. 75 of Deeds at page 216;thence North 7° 09' East and along the wester1y line of said premises 149.47 feet to an lron;thence South 74° 58' East 176.2 feet to an Iron, which said Iron is 362.4 feet From the center line of Court Street and measured along the westerty line of premises conveyed by Admiral P. layton,et alto Byron A. layton and Nellie H.Layton,his wife,by deed recorded In said Clerk's Office August 29, 1931in Book 413 of Deeds at page 121;thence f'!orth 6° 41' East 47.1 feet to an Iron now or fonneriy in the center of a brook;thence South 48° 09' East 211.72 feet to an iron now or formerly in ttle center of said book; thence South 6° 41' West 231 feet to an Iron In the northerly line of said highway; thence north 54" 42' West and along the northerly line of said highway 268+ feet to a point; thence north 58° West and along said highway line 125.5 feet to the point or place of beginning. PARCEL II: ALL THATTRACf OR PARCEL OF lAND situate.in the Town of Kirkwood, Broome County,New York being a part of premises ronveyed to Charles C.Morgan by Admiral P. layton Seprember 11,1928 by deed recorded in Broome County Oerk's Office fn Uber 382 of Deeds,page 36 and mare particularly described as Follows:Commencing at a point In the center of _the highway leading from Binghamton to Kirkwood on the north side of the SUsquehanna River and in the west line of said premises of Charles c. Morgan; thence southwardly passing through an Iron stake standing at or near the south line of the said highway and along the west line of the said premises of Olarles C. Morgan about 400 feet to a point,375 feet from the said Iron stake; thence eastwardly at right angles 174.6 feet; thence northwardly at an Interior angle of 90° OS' along a line marked with stakes about 362.4 feet to the center of the above mentioned highway, the last described course passing through an Iron stake standing at or near the south fine of the said highway; thence westwardly along the center of the said highway about 179 feet to the place of beginning. EXCEPTING AND RESERVING lliEREFROM1ALL rnAT TRAer OR PARCEL OF lAND, situated in the Town of l(irkwood, County of Broome and State of New York, In lot No. Twenty (20) of Bingham's Patent, bounded and described as follows:Beginning at an iron in the west line of lands formerly of Admiral Layton about four hun(:fred {400) feet southerly from the CEnter of Court Street at the soultlwest comer of a lot conveyed to Charles Morgan by deed recorded In Deed Book No. 413 at page 120; thence along the west line of said lot, North seven (7) degrees nine (9) minutes East, . twenty-six and twenty-seven hundredths (26.27) feet to an iron; runnlng thence South seventy-four (74) degrees fifty-eight {58) minutes East, one hundred seventy-six and two tenths (176.2) feet to an iron at the southeast corner of said lot; running thence along the south line of said lot North 1 of3 |
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eighty·three (83) degrees thfrty..two (32) minutes West,. one hundred seventy-four and six tenths (174.6) feet to the point or place of beginning. PARCEl ill: All ntATTRACT OR PARCEl OF LAND situate in the Town of f(jrkwood, County of Broome and State of New Yon<, being a part of the·premises conveyed to Charles Morgan by AdmiralP. layton by deed dated Sept 11, 1926,and remrded In the Broome County Oerk's Office In Book of Deeds No.382,at page 36, and more partJrularly described as follows:Commencing at an Iron pipe In the southerly line of the highway leading form Binghamton to Kirkwood on the north side of the SUsquehanna River,and whldl point of beginning is the northeast rorner of the. premises now or formerly owned by Mitchell Shulman;thence along the southerly line of said highway a distance of 175.67 feet to an iron pipe; thence S 6° 41' W a distance of 392.12 feet to a point; thence N 48° 09' W a dfstance of 2.12.65 feet more or less Lo·an Iron pipe; thence N 6° 27' E·a distance or 284:97 feet to the polntof beginning. · · PARCEL IV: AU TiiATTRAIT OR PARCEL OF lAND situate In the Town of Kirkwood,Broome County, New York, bounded and described as follows: Commenting at a point in the northerly line of "Upper Court Street" presently designated as New York State Route No, 17 and U.S. Route 11,where the same Is intersected by the westerly line of premises formerly known as the "Byron Layton Farm"; thence north 4° 52' west 259.58 feet to an Iron pipe; thence south 85° 13' west 203.09 feet to an iron; thence south 4° 52' east 107.35 feet to a point in the north bounds of said highway at the center of a pipe siuiceway under said highway;thence southeastwardly and along the northerly line of said highway 254 feet to the point or place of beginning. PARCEL V: ALL TiiATTRACT OR PARCEL OF lAND, situate in the Town of Kirkwood, County of Broome and State of New York, bounded and descr1bed as follows: Beginning at a rebar (reinfordng rod} found at the intersection of the southerly boundary of Barlow Road with the easterly line of the parcel described in the deed to Olnton R. Wooo and Ralph V. Wood recorded in liber 1000 of Deeds at page 59; Thence along the lines of said Wood pan::el the following three rourses: South 06° 26' 59" West a distance of 166.96 feet to a rebar set; Thence South 79° 31' 52" East a distance of 203.41 feet to a rebar set; Thence South 05° 54' 061T West a distance of 80.75 feet to a pipe found at tile northeasterly comer of the first parcef descnbed In the deed to Ointon R. Wood and Ralph V. Wood recorded in Uber 781 of Deeds at page 55; Thence South 05° 38' 06" West along the easterly line of said Wood parcel a distance of 257.77 feet to a rebar set; Thence North 61a 09' 04" West through said Wood parcel a distance of 302.28 feet to a rebar set In the westerly line of said parcel; 2 of3 |
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Thence North 05° 58' 59" East along the westerlyline of both 9f the above mentioned Wood parcels a distance of 40 .98 feet to a pipe found In the southerly boundary of Barlow Road; Thence South 81o 41' 33" East along said road boundary a distance of 75.47 feet to tf1e point of beginning_. PARCEL VI: ALL lHAT TRACf OR PARCEL OF LAND,situate In the Town of Kirkwood,County of Broome and State of New York, bounded and described as follows: - BEGINNING at a point In the renter of the highway leading from Klrkwood to Binghamton, commonly known as the lackawanna Trail at a point where the East line of the farm conveyed by Elizabeth S. Slattery to Henry·A. Bayless arnlUIIian A Bayless byWatreint{Deed oat&fFebfuar{l, 1"900 ·i:md·· recorded In a·roome County Oerk's Office February 3, i900 in Book 177-of Deeds at page 238; Thence South along the Easterly nne of the said farm to the North line of the right of way of the Erie Railroad Company; THENCE West along the North line of the right of way of. the Erie Railroad Company 214 feet to a point;THENCE Northerly In a line parallel with the first line herein described to the center of said highway leading from Kirkwood to Binghamtnn;THENCE Easterly along the center of the highway 214 feet tn the point of beginning. The premises hereby conveyed are bounded on the North by the Highway leading from Kirkwood to Binghamton, commonty known as the Lackawanna Trail; on the East by lands now or formerly of Nathan WoocJ; on the south by the right of way of Erie Railroad Company; and on the West by lands of said party of the first part. At50 AllTHAT TRACT OR PARCEL OF LAND,situate In the Town of Kirkwood,County of Broome and State of New York and being a parcel approximately 63.2 feet on Barlow Road,so called, formerly (Old Route 17) and having a depth of approximately 23.19 feet on the Westerly boundary and 236.6 feet on the Easterly boundary. EXPEffiNG THEREFROM the above two parcels of land,one parcel of land conveyed by Charles L Crawford and Eva J. Crawford to Nate Wood by Warranty Deed dated February 4, 1948 and recorded in Broome County Oerk's Office February 4,1948 In Book 667 of Deeds at page 229, said parcel containing Approximately 5 acres of land more or less;and one parcel of land conveyed by Eva J. Crawford to Ointon R. Wood and Ralph V. Wood by Warranty Deed dated May 25, 1959 and recorded in said Clerk's Office on May 2.5, 1959 in Book 1000 of Deeds at page 59. 3 of3 |
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EXHIBIT A-21 TA Pembroke 8420 Alleghany Corfu (Pembroke). NY Legal Description AUlliAT TRACf OR PARCEL Of LAND, situate,lying and being In the Town of Pembroke,County of Genesee, State of Nev-York;being part of Lot 10,Township 12, Range 4 of the Holland land Compall'(s Survey and roore fully described as follows: COMMENONG at the pant of Intersection of the south line of the New York State Thruway and the west bounds of the lndlan falls-Corfu Road, - uchpolnt being the Polnt of Be.g_lr"!nlng. Thence, South 03° 52' 46'' West along the west bounds of the Indian Fans.:Corfu Road, 327.55 feet to a palf)t, sald point beJng the northeast comer of Map 40 Parcel 41of lands acquired by the State of Nev-t York; Thence, SOuth 06° 37' 02" West along the west nne of said Parcel 41, 203.80 feet to a point;Thence South 07° 14' 48" We334.55 feet to a point; Thence South 02° 24' 53" West, 285.05 feet to a point; Thence, South 43° 03' 02" Wert, 90.88 feet to a point In the north line of certain 50-foot wide rtght of way granted to the Niagara, Lod<port and Ontario Power Co. recorded In the Genesee County Oerk's Office In Uber 274 of Deeds at Page 166;Thence along said right of way north line, North 80° 28' 20" West, 699.13 feet to a point in said north line; Thence, on a line, North 02° 00' West to the point of Intersection of said line with the point in the south bounds of the N.Y. State Thruway, (Map 39 Parrel 40) which Is southeasterly 166.07 feet measured radially from station 129 + 68.47 of the survey base nne of construction of the N.Y. State Thruway1 a distance of 537.97 feet; Thence, Nort:h 53° 28' 30" East along the south bounds of the N.Y. State Thruway, 374.83 feet to a point; Thence, North 59° 26' '% 11 East wntlnulng along the south bounds of the N.Y. State Thl1J\ollay, to the Point of Beginning, a distance of 660.67 feet. Said premises being alternatively desaibed as follows: All THAT TRACf OR PARCEL OF _lAND, situate, lying and being In the Town of Pembroke, County of Genesee, State of New York, being part of lot 10,Township 12, Range 4 of the Holland Land Company's survey and more fully descrlbed as follows: · BEGINNING at the point of Intersection of the south line of the New York State Thruway and the west bounds of the Indian Falls-corfu Road;Thence South 03° 5?' 46' 1 West along the west bounds· of the Indian Falls-Corfu Road,327.55 feet to a point, said point being the northeast mmer of Map 40 Parcel 41 of lands acquired by the State of New York; Thence 1 South 6° 37' 02" West along the west nne of said Parcel 41, 203.80 feet to a point;Thence South 07° 14' 48" West, 334.55 feet to a point;Thence South 02° 24' 53" West, 285.05 feet to a point;Thence, South 43° 03' 02" West, 90.88 feet tn a point In the north line of certain SQ.-foot wide right of way granted to the Niagara, Lockport and Ontario Power Co. recorded In the Genesee County Clerk's Office in Uber 274 of Deeds at Page 166;Thence along said right of way north line,North 80° 28' 20" West 699.13 feet tO a point in said north line; Thence, on a line North 02°00'00'' est, to the point of lntersect1on of said line with the point in the !roUth bounds of the N.Y. State Thruway (Map 39,Pare40) which ls 1 of2 - |
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southeasterly 166.07 feet meas ed radially fram station 129 + 68.47 of the survey base line of construction of the N Y. State Thruw y,a·dlstatic:e of 537.97 feet; Thence,North 53°28'30" East along the south bour$. of the N.Y. State Thruway,374:83 feet to a point;Thence,North 591) 26' 46' East continuing along the south bounds of the N.Y.S. Thn,Jway,. to the Point of Beginning, a distance of 660.67 feet. 2 of2 |
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EXHIBIT A-22 TA Candler 153 Wiggins Road Candler. NC Legal Description lYlNG IN UPPER HOMINY TOWNSHIP OF BUNCOMBE COUNTY, NC Parcel One: Being all that certain tract or parcel of land conveyed by She--Can Co. to Roadway Motor Plazas, Inc. by deed recorded in the Office of the Register of Deeds for Buncombe County in Deed Book 1459, at Page 402, the description of which was corrected by deed recorded in Deed Book 1464, page 416, reference to each of which Is made for purposes of a more particular description of said Parcel. BeJng all of Parcel One as shown on that certain plat prepared by Blue Ridge Surveying,Inc. dated 20 May 1999, Job No. 99-100-D, and entitled ALTNACSM Urban Cfass SuNey for TRAVELCENTERS OF AMERICA. INC." Parcel Two: Being all that certain· tract or parcel or land conveyed by She--Can Co. to Roadway Motor Plazas, Inc. by deed recorded. in the Office of the Register of Deeds for Buncombe County in Deed Book 1459, at Page 399, reference to which is made for purposes of a more particular description of said Parcel. Excepting therefrom that portion of said tract conveyed by Roadway Motor Plazas, Inc. to Wyoming Realty, Inc. by deed recorded In Deed Book 1511, at Page 529. Being all of P ucel Two shown on that certain plat prepared by Blue Ridge Surveying, Inc. dated 20 May 1999. Job No. 99-100-D, and entitled "ALTNACSM Urban Class Survey for TRAVELCENTERS OF AMERICA, INC." Parcel Three: Being aiJ that certain tract or parcel or land conveyed by James M. Hall, Sr., and wife, Polly M. HaJJ to Roadway Motor Plazas, Inc. by deed recorded in the Office of the Register of Deeds of Buncombe County in Deed Book 1610, at Page 490, reference to each of which Is made for purposes of a more particular description of said Parcel. Being all of Parcel Three as shown on that certain plat prepared by Blue Ridge Surveying, Inc. dated 20 May 1999, Job No. 99-1OO·D. and entitled 1'ALTNACSM Urban Class Survey for TRAVELCENTERS OF AMERICA, INC." The above described survey describes Parcel One, Two and Three above, the combination thereof contains 20.315 acres, which said total area is described with particularity as follows: BEGINNING at a maple·stump with 6" double maple sprout growing from the rim of the stump, the Beginning Corner In that deed to Roadway Motor Prazas, Inc. recorded in the Office of the Register of Deeds for Buncombe County, North Carolina in Deed Book 1464 at Page 416; thence with the eastern line of the property off Terrell T. Garren as described In Deed Book 1498, at Page 457, North 07°13'08" East, 354.20 feet to a :y,; iron pipe; thenc_e North 40°38'42" West, 392.76 feet to a¥." pinched iron pipe, the northernmost corner of said Terrell T. Garren property:thence with another line of said Garren property and with a fence line, South 45°01'15" West. 252.93 feet, to a 5/8" re ar with plastic 1 of3 |
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cap marked "Stevenson, Morgan, Young; thence with the northeastern line of the property of James M.Hall as the same is described in Deed Book 784, at Page 154, North 45°53'58" West, 452.29 feet to a 6" locust fence post at a fence intersection; thence with the southeastern and southern line of the property of Lawrence W.Rogers as the same is described in Deed Book 1766, at Page 159, North 63°06'01" East, 301.22 feet to a 8" locust fence post at a bend in the fence and South 87°41'27'" East, passing a 5/8" rebar with plastic cap marked "Bfue Ridge Land SurveyingN at 203.27 feet, a total distance of 223.27 feet to a point in a branch; thence South 57°12'17'' Eas25.52 feet to a%" rel;mr in a branch; thence South 87°51'31" East 314.86 feet to a 5/8" rebarwrth a plastic cap marked "'Blue RJdge Land Surveying"; thence North 3°07'14" East, passing a 5/8H rebar with plastic cap marked ·slue Ridge Land Surveying" at 87.25 feet, a totaf distance of 107.25 feet to a point in the asphalt of Wiggins Road;thence South 44°17'20'' East 200.32 feet to a point In the asphalt of Wiggins Road;thence South 53°14'15" East 141.68 feat to a point In the asphalt of Wiggins Road; thence North 2°43'45.. East, passing a 5/8" rebar with plastic cap marked "Blue Ridge Land Surveying" at 20.00 feet, a total distance of 216.18 feet to a 1" iron pipe; thence wflh the southem line of the property of Mary M. Ward as the same is described in Deed Book 1530, at Page 689 and shown as Lot 5 on a plat recorded in Plat Book 16. at Page 116 and with a fence line, South 87°26'15" East 566.53 feet to a·iron pipe; thence with the western line of the property of Robert H. Gaddy as the same is described in Deed Book 1007, at Page 336, South 2°46'44.West 230.51 feet to the base of a bent stainless steel pipe; thence North 87°17'35" West 132.85 feet to a 5/8" rebar with plastic cap marked "Blue Ridge Land Surveying"; thence South 26 6'54" West, passing a 5/8" rebar with plastic cap marked "Blue Ridge Land Surveying" at 28.02 feet, a total distance of 34.02 feet to a pofnt In a steep cut bank; thence with two fines of the property of Wyoming Realty, Inc. as the same is described in Deed Book 1511, at Page 529,North 72°56'24" West, 134.87 feet to a 5/8" rebar with plastic cap marked "Blue Ridge Land Surveying'' and South 36°56'00'' West 143.10 feet to a P.K. naiJ in the north edge of the asphalt of Wiggins Roao: thence North 53°25'23" West 206.38 feet wHh the north edge of the asphalt of Wiggins Road, to a poJnt; thence North 8J026'15" West, 37.27 feet crossing Wiggins Road to a ·point on the south edge of the asphalt and shown as the southeastern corner of the Essie Dills property as shown on an unrecorded plat thereof dated December 5, 1'984 by Billy Ashley, Jr., R.L.S.; thence South 53<>29'17" East 66.00 feet with the south edge of the asphalt of Wiggins Road to a point; thence North 20°32'30" East 13.06 feet to a point In the asphalt of Wiggins Road; thence South 53°29'17'' East 174.29 feet to a point in the asphalt of Wiggins Road; thence South 52°11'45" East 193.03 feet to a point in the asphalt of Wiggins Roaa; the·nce running 274.44 feet along the arc of a curve to the right with a radius of 703.55 feet and a chord bearing and distance of South 41°01'15" East 272.70 feet to a point in the asphalt of Wiggins Road, said point being fn the northern margin of the right of way for Interstate Highway 40: thence along the northern margin of said right of way, the following seven (7) courses and distances, to wit: 2 of3 |
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(1) South 59°52'32" West, passing a 5/8" rebar with plastic cap marked "Blue Ridge Land Surveying" at 20.00 feet, a total distance of 51.71 feet to a concrete right of way monument; (2) South 20°41'25" Wast, 70.75 feet; (3) South 68°24 '38" West, passing a 5/8' rebar with plastic cap marked "Blue Ridge Land Surveying" at 24.16 feet; a total distance of 230.37 feet to a concrete right of way monument; (4) North 21°44'44" West 50.09 feet to a concrete right of way monument; (5} South 68°32'36" West 204.57 feet to a 5/8'' rebar; (6) Running 268.36 feet along the arc of a curve to the right wfth a radius of 2036.31 feet and a chord bearing and distance of South 72°17'19" West 268.16 feet to a 5/8" rebar with plastic cap marked "Stevenson, Morgan, Young·;and (7) South 86°05'29" West 152.57 feet to the BEGINNING. Containing 20.315·acres, more or less. 3 of3 |
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EXHIBIT A-23 l)()t:t::.;is Ashland '715 LS ]5() [nst ·\:-;hl:wd (Cioasis). 011 And "fjeing part of the Northeast Quarte -of.Secuon' 22Rangei6, To nship 22,also known as being all_ of that parcel or land conveyed to Sohio Oil Company from Homer M. Bush by Deed Volume 550, Page 433 and more fully bounded and described as follows to wit: Commencing for reference at a pk set at the lntersectlon of the centerllnes of County Highway No. 1575 and State Route 250,bearing North 8 degrees,50 minutes and 24 seconds West 693.25 feet distant from a 3/4" Iron rod found in a monument box marking a Point of Inter.iection of a curve in County Road 1575; Thence South 08 degrees 50 minutes 24 seoonds East, 42.70 feet along the centerline of said County Highway 1575 to a point on t11e North line of the Northeast Quarter of Section 22 which Is ltle True ,Place or Beginning for the parceJ of land herein described: Thence,South 89 degrees 24 minutes 49 seconds East, 437.49 feet along the North line of said Quarter Section 22 to a drill hGJe found In the West right-of-way fine of the ramp to Interstate Route 71; Thence,South 02 degrees 53 minutes 16 seconds West, 94.22 feet along said right-of-way line to a capped rebar set an an angle point therein; Thence, South 04 degrees 25 minutes 31seoonds East, 428.36 feet along said right-of-way line to a 5/8" rebar found at an angle point therein; Thence, South 21degrees 37 minutes 44 seoonds East, 203.29 feet along said right-of-way to a 5/8" rebar found at the Nortileast corner of a parcel of land now or formerly owned by Puissant Group,Inc. as recorded in Deed Volume 563, Page 942; Thence,South 69 degrees 13 minutes 07 seconds West, 385.86 feet along said Puissant Group's North line to a pk set in the centerline of said County Highway 1575 and passing over a 5/8" rebar found 53.70 feet from said centerline of County Highway 1575; Thence, Northwesterly,519.30 feet along the arc of a curve curving to the right and having a radius of 2864.79, a central angle of 10 degrees 23 minutes 09 seconds, and a chord of 518.59 feet bearing North 14 degrees 01minutes 59 seconds West to a pk set at.the P.T. of the curve, witnessed by a 5/8" iron pipe found on the North line of County Road 1575 bearing North 81 degrees, 09 minutes and 36 seconds East 25.00 feet; Thence, North 08 degrees 50 minutes 24 seconds West, 352.63 feet along the centerline of said County Highway 1575 to the true place of beginning and containing 7.114 acres of1and as determined by a survey made under the supetvisfon of Stephen P. Campbell P.l.S. No. 7330 of campbell and Assodates Inc. In September of 1993. The basis of Bearings for the above description are based on North 08 degrees 50 minutes 24 seconds West, as the centerline of County Highway 1575 and is the same Bearing found In Deed Volume 550,Page 433 Ashland County Records. |
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EXHIBIT A-24 TA Jeffersonville 12403 US Rt. 35 N\V Jeffersonville. OH Legal Description PARCEL ONE: All THAT CERTAIN REAL PROPERTY LOCATED IN THE TOWNSHIP OF JEFFERSON, COUNTY OF FAYElTE,SfATE OF OHIOr BEING MORE PARTICUlARlY DESCRIBED AS FOLLOWS: BEGINNING AT A RAILROAD SPIKE IN THE CENTER UNE OF THE WASHINGTUN COURT HOUSE AND JAMESTOWN PIKE (U.S.ROUTE 35) AND AT THE NORTHWESTERLY CORNER OF ntE SAID CARL C. AND MILDRED SfACKHOUSE PROPERTY OF RECORD IN DEED BOOK 71, PAGE 373, SAID PLACE OF BEGlNNING BEINGS. 6°30' E. A DISTANCE OF 27.n FT. FROM THE NORlliWESTERLY CORNER OF TliE ORIGINAL PARCEL;THENCE FROM SAID PLACE OF BEGINNING S. 30°00' E. AND ALONG TI1E ORIGINAl CENTER UNE OF U.S. ROlJTE 35 A DISTANCE OF 225.n FT. TO AN IRON PIN; TiiENCE S. 50°04'36" E. AND COWTNUING ALONG THE ORIGrNAL CENTER UNE OF U.S. ROUTE 35 A DISTANCE OF 99.00 FT. TO A POINT, SAID POINT BEING WITNESSED BY AN IRON PIN N. 62°02' W. A DISTANCE OF 12.54 FT.; THENCE S. 62°02' E. AND CONTINUING ALONG ntE CENTER UNE OF U.S.ROUTE 35 A DISTANCE OF 1519.11 FT. TO A POINT ATTiiE NORlltEASTERLY CORNER OfntE SAID CARL C. AND MILDRED STACKHOUSE PROPERTY; THENCE 5. l 00r W. AND ALONG THE EASTERLY UNE OF lliE SAID CARL C. AND MILDRED STACKHOUSE PROPERlY AND PASSING AN IRON PIN ON THE UNE AT 45.43 FEET A DISTANCE OF 254.16 FT. TO A CONCRffi POST AT THE SOUTHEASTERLY CORNER OF THE SAID STACKHOUSE PROPER1Y;11-IENCE N. 87°22'54" W. AND ALONG WE SOUTHERLY UNE OF THE SAID CARl C. AND MilDRED STACKHOUSE PROPERTY A DISTANCE OF 1394.63 FT. TO AN IRON PIN ATTHE SOIJTHWESTERLY CORNER OF THE SAID STACKHOUSE PROPERTY;THJ:NCE N. 6°30' W. AND ALONG THE WESTERLY UNE OF SAID STACKHOUSE PROPERTY A DISTANCE OF 1169.33 FT. TO THE PLACE Of BEGINNING, CONTAINING 20.468 ACRES, MORE OR LESS; SUBJECT TO All EASEMENTS AND RESTRICTIONS SUOWN OF RECORD, ALSO SUBJECT TO ALL LEGAL HIGHWAYS. BEING THE SAME PREMISES DESCRIBED IN DEED FROM CARL STACKHOUSE TO MILDRED SfACKHOUSE, DATED JANUARY 5, 1949,RECORDED lN VOL 80, PAGE 255, DEED RECORDS OF FAYETTE COUNTY,OHIO, AND IN DEED FROM FRANK W. EICHENBERG AND BESSIE PEARl EICHENBERG TO CARL C. STACKHOUSE AND MILDRED STACKHOUSE, DATED JUNE 29, 1943, AND RECORDED IN VOL 71, PAGE 373, DEED RECORDS OF FAYET11: COUNTY, OHIO. SAVE AND EXCEPT: SOUATED IN THE TOWNSHIP OF JEFFERSON, COUtm OF FAYETTE, STATE OF OHIO, AND BEING PART OF 20.468 ACRE TRACT IN VIRGINIA MiliTARY SURVEY #1361, DEEDED TO THE UNION OIL COMPANY OF CAUFORNIA (DEED BOOK 102, PAGE 356), AND BEING MORE PARTICUlARLY DESCRIBED AS FOLLOWS: BEGINNING AT A P.K. NAIL SET IN THE OW CENTERLINE OF U.S. ROUTE 35, SAID P.K. NAIL MARKS THE NORTHEAST CORNER OF SAID 20.468 ACRE TRACT AND THE NORnlWEST CORNER OF LEONORA HORROW'S 4.49 ACRE TRACT (DEED BOOK 103, PAGE 709); THENCE, SOUTH 1 DEGREE 07 MINUTES 44 SECONDS WEST, 254.26 FEET, ALONG THE EAST LIE OF SAID 20.<168 ACRE TRACT, AND TliE WEST UNE OF SAID 4.49 ACRE lRACTTO A CONCRffi POST FOUND MARKING THE SOUTHWEST CORNER OF SAID 20.468 ACRE TRACT, AND THE NORTHEAST CORNER OF CAROL H.JANES' 98.50 ACRE TRACT (DEED BOOK 80, PAGE 355) (PASSING AN IRON PIPE FOUND AT 45.43 FEET);THENCE, NORTH 87 DEGREES 22 MINVTES 5<1 SECONDS WEST,780.00 FEET, AlONG THE SOUTH UNE OF SAID 20.468 ACRE TRACT AND THE NORTI-1 LINE OF SAID 98.50 ACRE TRACT TO AN IRON PIPE SET;THENCE, NORTH 27 DEGREES 58 MINUTES 00 SECONDS EAST, 560.81 FEET,ACROSS SAID 20.468 ACRE TRACT TO A P.K. NAIL SET IN 11-IE OLD CENTERliNE OF U.S. ROUTE 35 (PASSING AN IRON PIPE SET AT 520.81 FEET); lliENCE, SOlJTH 62 DEGREES 02 MINUTES 00 SECONDS EAST, 590.11 FEET,ALONG SAID OLD CENTERUNE OF U.S. ROUTE 35, TO TiiE PLACE OF BEGINNING, a>NTAINING 6.074 ACRES, MORE OR LESS. Al50 SAVE AND EXCEPT: S!TVATED IN THE TOWNSHIP OF JEFFERSON, COUNTY OF FAYETIE, AND STATE OF OHIO, TO-WIT: BEGINNING AT A POINT IN THE SOUTHWEST CORNER OF A 20.468 ACRE TRACT OF LAND (OF WHICH lliE FOLLOWING IS A PART) CONVEYED TO THE PURE OIL COMPANY, NOW UNION OIL COMPANY OF CAUFORNIA (DEED BOOK 102,PAGE 356) SAID POINT OF BEGINNING ALSO BEING n-tE SOUTHEAST CORNER OF A TRACT OF LAND BELONGING TO CARL M. JANES (PARCEL 2) DEED BOOK 76,PAGE 630) AND IN THE UNES OF A 98.5 ACRE TRACT OF LAND ALSO BELONGING TO CARL W. JANES (DEED BOOK 78, PAGE 267); THENCE FROM SAID POINT l of4 |
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OF BEGINNING NORTli 06°30'00" WEST ALONG TifE WESTERLY LINE OF UNION OIL PROPERTY AND EASTERlY UNE OF JANES PROPERTY,A DISfANCE OF 205.00 FEET TO A POINT; THENCE SOUTH 62°02'00" EAST ALONG A UNE THROUGH TliE UNION OiPl ROPERTY,A DISTANCE OF 359.28 FEET TO A POINT; THENCE SOUnt 06°30'00" EAST ALONG A UNE PARALLEL TO SAID WESTERLY UNE OF UNION Oil PROPERTY, A DISTANCE OF 49.21 FEET TO A POINT IN THE SOUTHERLY LINE OF UNION OIL PROPERTY AND NORlliERLY UNE OF JANES PROPERlY, THENCE NORllf 87°22'54" WESf ALONG SAID UNE,A DISTANCE OF 300.00 FEEf TO THE POINT OF BEGINNING. AU. OF THE AB0VE-DESCRIBED LAND BEING ntE SAME AS FOLLOWS: 11-IE FOLLOWING DESCRIBED REAL ESTATE SmJATES 1HE MfliTARY SURVEY 1361, JEFFERSON TOWNSHIP, FAYETIE COUNTY,OHIO,AND IS PART OFll-tE ORIGINAL 20.468 ACRE TRACT CONVEYED TO UN[ON OIL COMPANY OF CAUFORNIA, AS DESCRIBED IN DEED BOOK 108,PAGE 450,FAYETTE COUNTY RECORDER'S OFFICE:. BEGINNING AT AN IRON ROAD (SET) AT THE SOUTHEAST CORNER OF A 0.864 ACRE TRACT CONVEYED TO RATitESNAKE SEWER DISTlUCf (DEED BOOK 115, PAGE 488) AND IN A NORTH LINE OF A 171.5220 ACRE TRACT CONVEYED TO CARL H. & BERNICE I.JANES {DEED BOOK 170,PAGE 423}; THENCE WITH SAID 0.864 ACRE TRACf·ntE FOLLOWING 2 CALLS; lliENCE: NORTH 03 DEGREES 39 MINUTES 51SECONDS WEST, A DISTANCE OF 49.21 FEET TO AN IRON ROD (SEl),WITNESS A 3 INCH METAL POST AT NORTH 03 DEGREES 39 MINUTES 51 SECONDS WEST 0.70 FEET; . THENCE: NORllI 59 DEGREES 18 MINUTES 37 SECONUS WBT, A OISfANCE OF 356.94 FEET TO AN IRON ROD (FOUND) IN lliE EAST UNE OF A 4.9807 ACRE TRACT CONVEYED TO SANDRA S. DAVIS (DEED BOOK 161, PAGE 497) AND IN THE UNE BETWEEN JEFFERSON TOWNSHIP AND VlUAGE OF OCTA; 11-tENCE: NORTH 03 DEGREES 35 MINUTES 51 SECONDS WEST AlONG SAID EAST UNE AND SAID CORPORATION UNE A DISTANCE OF 675.29 FEET TO A 1/2 INOl IRON ROD (FOUND) IN THE SOuni LINE OF ALLEN ROAD RELOCATED; THENCE: NORlli 70 DEGREES 59 MINUTES 14 SECONDS EAST ALONG ntE SOUlli UNE OF AllEN ROAD RELOCATED A DISTANCE OF 57.26 FEET TO A 6 INCH CONCRETE MONUMENT (FOUND) IN THE SOUTHWEST UNE OF U.S. ROUTE 35 RELOCATED; THENCE Wffi-lllfE SOUTHWEST UNES OF U.S.ROUlE 35 RELOCATED Wmt 11-fE FOLLOWING 3 CALLS; THENCE,SOUTH 57 DEGREES 57 MINUTES 16 SECONDS EAST,A DISTANCE OF 147.89 FEET TO A P.K. NAIL (SET); THENCE: SOUTH 58 DEGREES 39 MINUTES 46 SECONDS EAST ON A CURVE TO THE LEFT RADIUS OF 21585.92 FEET-ARC OF 533.27 FEET,A DlSTANCE OF 533.71 FEET TO A P.K. NAIL (SET); THENCE:SOlfTH 59 DEGREES 22 MINUTES 16 SECONDS EAST A DISTANCE OF 332.92 FEET TO AN IRON ROD (SET) IN TiiE WEST UNE OF A 6.074 ACRE TRACT CONVEYED TO GARNER FAMILY PARTNERSHIP (DEED BOOK 160,PAGE 163); lliENCE:SOlfTli 30 DEGREES 37 MINlfTES 56 SECONDS WEST ALONG SAID WEST UNE, A DISTANCE OF 497.77 FEET TO A 1/2 INCH IRON ROD (FOUND) IN SAID NORTH UNE OF SAID 171.5220 ACRE TRACT AND SOUTHWEST CORNER OF SAID 6.074 ACRE TRACT; TI-IENCE: NORll-t 84 DEGREES 41MINUTES 47 SECONDS WEST WITH SAID NORTli UNE A DISTANCE OF 314.56 FEET TO THE PLACE OF BEGINNING CONTAINING 11.7256 ACRES; ALL IRON RODS (SET) ARE 5/8 INCH DIAMETER WITH 1-1/4 INCH DIAMETER PLASTIC CAPS STAMPED "RLL 6106"; REFERENCE BEARING: NORll-t 70 DEGREES 59 MINUTES 14 SECONDS EAST,lliE CENTERUNE OF ALLEN ROAD RELOCATED A5 PER O.D.O.T. HIGHWAY PlANS; TOGE111ER Willi ALL RIGHT, TITLE AND INTEREST, IF ANY OFTHE MORTGAGOR TO lHE PRE ISES DESCRIBED IN DEED BOOK 102 PAGE 265,RECORDER'S OFFICE,FAYETTE COUNTY 1 OHIO (EASEMENT AREA WITHIN U.S. ROUTE 35 RElOCATED GRANTED TO THE STATE OF OHIO). . PARCEL TWO CONTAINING 2.27 ACRES: SITUATED IN lliE TOWNSHIP Of JEFFERSON, COUNlY OF FAYElTE, STATE OF OHIO,BEING A PART OF V.M.S.NO. 1361, AND BEING FURTHER BOUNDED AND DESCRIBED A5 FOLLOWS: 1 of4 |
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COMMENCING AT A P.K. NAIL (FOUND) UNDER THE PAVEMENT IN THE OLD CEN"TCRUNE Of U.S.ROUTf 35,SAID P.K. NAIL BEING THE NORTHWESTERLY CORNER OF THE ORIGINAL 2.63 ACRES "THIRD TRAIT' AS CONVEYED TO lEENORA B. MORROW (D.B. 103, PAGE 709); lliENCE WITH lliE OLD CENfERUNE OF U.S. ROtJTT: 35 N 62 DEG. 02 MIN. 00 SEC. W, A DISTANCE OF 383.32 FT.TO lliE llWE POINT OF BEGINNING OF TiiE TRACT OF LAND HEREIN DESCRIBED; Wffif A NEW DIVISION UNE 5 27 DEG. 58 MIN. 00 SEC. W 1 PASSING A 5/8" IRON PIN (SET) AT 40.54 FT., A TOTAl DISfANCE OF 462.85 FT. TO A 5/8" IRON PIN (SE1) IN THE NORTiiERLY UNE OF TI-iE ORIGINAL 171.5220 ACRE TRACT AS CONVEYED TO JANES FAMILY PARTNERSHIP, LP. (O.R. 183, PAGE 769); THENCE WITH Tl1E NORTHERLY UNE OF JANES FAMILY . PARTNERSHIP, LP. N 87 DEG. 22 MIN. 54 SEC. W, A DISTANCE OF 228.82 Fr. TO A 1/2" IRON PIN (FOUND},SA1D IRON PIN BEING THE SOUTHEASTERLY CORNER OF ntE 11.756 ACRE TRACT AS CONVEYED TO NATIONAL AlffO{TRUCK STOPS, INC., (0.6. 174, PAGE 1093); THENCE WITH THE EASTERLY UNE OF NATIONAL AUTO[TRUCK STOPS, INC. N 27 DEG. 58 MIN. 00 SEC. E1 PASSING A 5/B" IRON PIN (FOUND) MARKING THE NORTHEASTERlY CORNER OF SAID NATIONAL AUTO{TRUCK STOPS, INC. AT 497.77 FT., AND CONTINUING WlTH THE NORTHWESTERLY UNE TO THE 6.074 ACRE TRACT OF WHIOi TI-tiS DESOUPTION IS A PART, A TOTAL DISTANCE OF 560.81 FT. TO A POINT IN llfE OlD CENTERliNE OF U.S. ROUTE 35; TiiENCE WITH THE OLD CENTERliNE OF U.S. ROUTE 35, S 62 DEG. 02 MIN. 00 SEC. E, A DISTANCE OF 206.79 FT. TO lliE TRUE POINT OF BEGINNING, THENCE WITH THE OLD CENTERUNE OF U.S. ROUTE 35, S., CONTAINING 2.430 ACRES OF LAND. BEAAJNGS ARE BASED UPON 11-iE RECORD BEARING (N 27 OEG. 58 MIN. 00 SEC. E) OF TliE WESTERLY LINE OF THE 6.07ACRE TRACT AS FOUND IN DEED BOOK 160, PAGE 163. TiiE ABOVE DESCRIPTION IS A PART OF lliE 6.074 ACRE TRACT AS CONVEYED TO GARNER FAMILY PARTNERSHIP AND RECORDED IN DEED BOOK 160, PAGE 163 OF TliE FAYETIE COUNlY RECORDER'S OFFICE. LAND SURVEYED IN JULY 1998,UNDER THE DIRECTION Of THOMAS E. PURTElL 1 REGISTERED PROFESSIONAL SURVEYOR NO. 6519, THE SURVEY PLAT OF WHICH IS REFERRED TO AS DRAWING NO. 598-812 ON FILE IN THE OFFICE Of MCCARTY ASSOCIATES, WASHINGTON C.H., OHIO. ALL IRON PINS (SET) ARE 5/8" DIAMETER WITH 1-3/4" DIAMETER PLASTIC CAPS STAMPED "MCCARlY ASSOCIATES." EXCEPTED lllEREFROM IS THE FOLLOWING TRACT: SITUATED IN THE TOWNSHIP OF JEFFERSON, COUNlY OF FAYmE, STATE OF OHro, AND IN lliE SURVEY NO. 1361, VlRGlNIA MILITARY DISTRICT, AND BOUNDED AND DESCRIBED AS FOLLOWS: PARCEL NO. l62WD BEING A PARCEL OF LAND lYING ON ntE RIGHT SlOE OF THE CENTERUNE OF A SURVEY, MADE BY TliE DEPARTMENT OF TRANSPORTATION, AND RECORDED IN BOOK PAGE ------OF lliE RECORDS OF FAYETTE COUNTY AND BEING lOCAlCD Win-liN THE FOLLOWING DESCRlBED PO{NT IN TifE BOUNDARY lliEREOF. BEGINNING AT A RAILROAD SPIKE FOUND AT THE NORTHWfSTERLY CORNER OF A 2.31 ACRE TRACT CONVEYED TO LEENORA B. MORROW f'.S RECORDED IN DEED BOOK 96, PAGE 515 AND DEED BOOK 103, PAGE 709, lliE SOUTHEAS'TERLY CORNER Of A 5.299 ACRE TRACf CONVEYED TO CROWN PROPERlY DEVELOPMENT, AN OHIO CORPORATION PS RECORDED IN DEED BOOK 168, PAGE 93, AND IN THE EASTERLY UNE OF TliE VIRGINIA MIUTARY DISTRICT SURVEY NO. 1361, AND ON TiiE EXISTING CENTERUNE OF EXISTING US-35, AND BEING 12.00 FEET RIGHT OF STATION 66+89.94, PROPOSED CENTERUNE OF EXISllNG US-35. THENCE AlONG TiiE CENTERLINE OF EXISTING US-35 AND THE SOUTHERLY UNE OF SAID CROWN PROPER1Y DEVELOPMENT, NORTH 59° 22' 43" WEST A DISTANCE OF 382.79 FEET TO THE GRANTOR'S NORTiiEASTERLY CORNER, AND llfE NORTHWESTERLY CORNER OF AVt30 3 of4 |
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ACRE TRACT CONVEYED TO MICHAEL J. GARNER AS RECORDED IN OFFICIAL RECORD 41,PAGE 692, SAID POINT BEING 12.00 FEET RIGHT OF STATION 63+07.15 PROPOSED CENTERUNE OF EXISTING US-35 AND BEING 111E TRUE PO£rff OF BEGINNING: THENCE ALONG THE GRANTOR'S EASTT:RLY UNE AND THE WESTERLY UNE OF SAID 2.430 ACRE TRACTSOUTl-f 30° 38' 09" WEST A DISTANCE OF 63.00 FEETTO A POINT 75.00 FEET RIGHT OF STATION 63+07.13 PROPOSED CENTERUNE OF EXISTING US-35; THENCE NORlH 59" 22' 43" VIlEST A OISfANCE OF 107.66 FEET TO A CONCRETE MONUMENT FOUND AT THE CORNER OF THE EXISllNG SOt.mfERLY RIGHT-OF-WAY liNE OF EXISTING US-35, 75.00 FEET RIGHT OF STATION 61+99.'17 PROPOSED CENTERUNE OF EXISTING US-35; TiiENCE NORTH 30° 37 17" EAST A DISTANCE OF 63.00 FEET TO A P.K. NAIL FOUND IN THE GRANTOR'S NORlliERLY UNE AND TifE SOUTHERLY UNE OF SAID CROWN PROPERTY DEVELOPMENT, 12.00 FEET RIGHT OF STATION 61+99.47 PROPOSED CENTERUNE OF EXISTING US-35; THENCE ALONG THE GRANTOR'S NORTiiERLY UNE AND THE SOUTHERLY UNE OF SAID CROWN PROPERTY DEVaOPMENT,SOUlH 59° 22' 43" EAST A DISTANCE OF 107.67 FEET TO niE.TRUE POINT OF BEGINNING. lHE ABOVE DESCRIBED AREA CONTAINS 0.156 ACRES MORE OR LESS INCLUDING THE PRESENT ROAD WHICH OCOJPIES 0.099 ACRES MORE OR LESS AND IS FROM AUDITOR'S PARCEL NO. 060-015-0-00-013-02 WHICH PRESEN11.Y CONTAINS 2.430 ACRES. THE BEARINGS ARE BASED UPON A SURVEY MADE FQR FAY-35-2.57 AS RECORDED IN PLAT BOOKPAGECOUNTY RECORDER'S OfFICE. TlUS DESCRIPTION IS BASED ON A SURVEY MADE BY ERIKSSON ENGINEERING FOR lliE DEPARTMENT OF TRANSPORTATION IN 1995, WILLIAM G. YOUNG,REGISTERED SURVEYOR NO. 6109.· SAID STATIONS BEING THE STATION NUMBERS AS STIPUlATED IN THE HEREINBEFORE MENTIONED SURVEY AND AS SHOWN BY PLANS ON ALE IN THE DEPARTMENT OF TRANSPORTATION,COLUMBUS,OHIO. 4 or4 |
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EXHIBIT A-25 TA North Canton 44.50 Portage St., NW North Canton. Of·[ Situated ln the Township clladcsm,COooty of and State of Oh!o and being part of the southeast QuartEr of SedJoo 12, Township 11{Jad<son) Range 9 Mid befng further described as rcllows: .Q)mmendng ror refelence at a CXXIlty rnorlJma'\t at the soothwest Cl1meT d the southeast quarter of sedJon 12; thence S 8703rss-E along the south lne of sedJon 12,. a dof oi!Ol.88 feet to a S{ff" steel rod set at tt.e trueof beghllng; 1) Thena! N 120 28 11 W;a dfstance of 419.36 reet to a 5/fY' sb!ef rod set; 2)1llel¥:e N 000 16 33" E, along the right-d·way rl Interstate Tl,a clstance of 568.01 feet to a SN' steel rod set; 3}"Thefxe N 11° CW 3o-W, contfllliro along saki J');Jht-of-way, a dls1arre of 112.87 feet to a 5/fr steel r.;>d set; 4}Thence N 560 47 liD" I; along a rfght-of-way'cfPorf:age Street N.W., a distanced 151.89 feet to a 5/fJ" sree rod set; 5) Theom s 140 19" 55" E, along lands now or former1y awned by M.K1ttDe. a cfastance of 224.00 reet tx> a 5/8'" sted rod set; . . 6) lheno! N 75° 40' 06.. E, afulg l:lnds now or fonnerty owned by M.Klttoe, a distanm of 200.06 feet 10 a pofnt WftneSs¢ by a 5/fi" steel rod set S 75° 40' 06"' W, a df.stana! of 5.00 feet; 7) Thence s. 140 19" 54" E, along the west line of North cantooas.recordetnd Plat Book1Pages 8!HJ8 and landsnow« formerty owned by D.KJtat, a distance of 1058.83 feet to a stee rod round (and passing rNer a 5W SteeJ rod set at s.oo feet); .a) Thence N aJD "Sl" 55'" W, ablg the soutta In!of Sectlon 12, a dlstum of 529.66 feet tD a 5/3" steet rod set at the true plare at begiMing end cootaWng 11.199 acres or 4871849uare· feet maeor less. The Beatfngs are based on the c:er(er1Jnepfat for Interstate Tl. |
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EXHIBIT A-26 i.A Sayre !--+0 E:\it 2() Sa:rc. OK A trad:of land being part of the Southeast Quarter (SE/4) of SectJon fourteen {14), and a part of the Northeast Quarter (NE/4} of Section Twenty-three (23),Township Ten {10) North, Range Twenty-three (23} West# of the Indian Base and Merfdlan, Beckham County, Oklahoma, being more particularly desaibed by metes.and bounds as follows: Beginning at a point on the East Une and fi7.47 feet South of the Northeast Corner of said Northeast Quarter (NE/4) of Section Twenty·three (23}; Thence South 01°05'45.. West, along t;fle East Une of said Section Twenty-three (23), a distance of 263.16 feet; · Thence North 88°50'23" West, a distance of 572.43 feet; Thence South 26°26'57" West,a distance of 550.47 feet; Thence North 89°08'58" West, a distance of 726.58 feet, to the Easterly RJghtwof-Way Une of Interstate 40; Thence North 35°42'52" East, along the Easterly Right-of Way Une of Interstate 40, a di5tance of 440.,5 feet; Thence on a curve to the tfght having a radius of 5504.58 feet, with a DeJta Angle of 01°47'49" and an arc length of 172.64 feet; Thence South 88°29'25" East, a distance of 350.74 feet; Thence North 26°26'57" East, a distance of 361.62 feet to the North Une of the Northeast Quarter (NE/4) of Section Twenty-three (23); Thence continuing North 26°26.57 East, a distance of 10.19 foot, Into the Southeast Quarter (SE/4} of Section Fourteen {14), Township Ten (10} North, Range Twenty-three (23) West, of the Indian Base and Meridlan1 Beckham County, Oklahoma; Thence North 49°06'54n West" a distance of 181.89 feet, to the Southeasterly Right-of· Way line of Interstate 40; Thence on·a curve to the right having a radius of 5504.58 feet, with a Delta Angle of 02°02'51" and an arc length of 196.71feet1 along the Southeasterly Rlght·of·Way Une of Interstate 40: Thence North 59°31'32" Eastf along the Southeasterly Right-of-Way Une of Intersta e 40, a distance of 341.66 feet; Thence North 71°37'53" East;. along the Southeasterly Right-or-way Une of Interstate 401 a distance of 290.10 feet; Thence South 67a16'41n Eaalong the Southerly RJght of-Way Une of Interstate 40, a distance of 50.46 feet; I of2 |
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Thence Sou051J06'41" East 1 along the Westerly Right-of-Way tine of Interstate 40,a distance of 191.05 feet; Thence South 00°53'45" West, along the Westerly Right-of-Way Une of Interstate 40, a distance of 332.57 feeti Thence Soutfl 09°00'sa East, along the Westerfy Right-of-Way Une of Interstate 40, a dfstance of 68.34 feet, to the South line of SOutheast Quarter {SE/4) of said Section Fourteen {14); Thence South 881154'15" East, a otstance of 33.00 feet to the Point of Beginning. 2 of2 |
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EXHIBIT A-27 Barkeyville, PA (TA) 5644 SR8; PO Box 333B Harrisburg, PA All that certain parcel or parcels of land situate in Barkeyville Borough, Venango County, Pennsylvania, bounded and described as follows: Parcel1: Beginning at the intersection of the centerline of State Route 8 (SR0008) and the centerline of Township Road No. 313 (T-313); thence South 86 degrees 29 minutes 31 seconds West along the centerline of T-313 a distance of 1853.15 feet to a point; thence continuing along the centerline of T-313 along the arc of a curve to the left said curve having a radius of 2121.15 feet, a chord of 230.56 feet and a chord bearing of South 83 degrees 22 minutes and 35 seconds West, a distance of 230.67 feet to a point; thence South 80 degrees 15 minutes 40 seconds West continuing along the centerline of T313, a distance of 187.00 feet to a point; thence continuing along the centerline of T-313 along the arc of a curve to the right said curve having a radius of 1850.47 feet, a chord of 142.85 feet and a chord bearing of South 82 degrees 28 minutes 23 seconds West, a distance of 142.88 feet to point; thence North 0 degrees 20 minutes 56 seconds West a distance of 948.80 feet to a point; thence South 86 degrees 12 minutes 33 seconds West a distance of 192.58 feet to a point; thence North 0 degrees 03 minutes 28 seconds East a distance of 819.63 feet to the South right of way line of Interstate Route 80 (1-80); thence along the South line of 1-80 along the arc of a curve to the right said curve having a radius of 3711.83 feet, a chord of 73.28 feet and a chord bearing of South 71 degrees 46 minutes 57 seconds East a distance of 7328 feet and a chord bearing of South 71 degrees 46 minutes 57 seconds East a distance of 73.28 feet to a point; thence South 71 degrees 13 minutes 01 second East along the South line of 1-80 a distance of 258.69 feet to a point; thence South 0 degrees 20 minutes 10 seconds East a distance of 541.28 feet to a point; thence North 88 degrees 48 minutes 44 seconds East a distance of 1773.00 feet to the South right of way line of Interstate 80 eastbound exit ramp; thence South 75 degrees 03 minutes 00 seconds East along the South line of 1-80 eastbound exit ramp a distance of 511.11 feet to the centerline of State Route 8; thence South 3 degrees 42 minutes 59 seconds West along the centerline of Route 8, a distance of 234.18 feet to a point; thence continuing along the centerline of Route 8 along the arc of a curve to the right said curve having a radius of 5729.65 feet, a chord distance of 419.91 feet and a chord bearing of South 5 degrees 48 minutes 59 seconds West a distance of 420.01 feet to a point; thence South 7 degrees 54 minutes 59 seconds West a along the centerline of Route 8, a distance of 140.47 feet to the centerline of Township Road No. 313 and the point of beginning. CONTAINING 61.040 acres of land more or less. |
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Parcel 2: Beginning at Northwest corner of land now or formerly of C.P. Gritzmaker at the Southwest corner of land now or formerly of D. Hilliard and the Southeast corner of land now or formerly of W. P. Whelldon; thence South 0 degrees 20 minutes 10 seconds East a distance of 342.28 feet to the North right of way line of Interstate 80 (1-80); thence North 71 degrees 13 minutes 01 seconds West along the North line of 1-80 a distance of 249.15 feet to a point; thence continuing along the North line of 1-80 along the arc of a curve to the left said curve having a radius of 4027.83 feet, a chord of 179.33 feet and a chord bearing of North 72 degrees 29 minutes 33 seconds West an arc distance of 179.34 feet to a point; thence North 0 degrees 03 minutes 28 seconds East a distance of 208.92 feet to a point; thence South 89 degrees 53 minutes 06 seconds East a distance of 404.68 feet to the Northwest corner of land now or formerly of C. P. Gritzmaker and the point of beginning. Also encumbering the following described land to the extent not included in the aforedescribed land: All that certain piece or parcel of land situate in the Borough of Barkeyville, formerly the Township of Irwin, County of Venango and Commonwealth of Pennsylvania, bounded and described as follows: Beginning at a point in the center of Legislative Route 233 (Traffic Route 8) at its intersection with Township Road No. 313; thence South 85 degrees 22 minutes West along the center-line of Township Road 313, for a distance of 2000.00 feet to a point in the center of Township Road 313; thence South 78 degrees 2' West (interior angle 187 degrees 20 minutes along the Township Road 313 for a distance of 419.2 feet to a point in the center of Township Road 313; thence North 01 degrees 30 minutes West (interior angle 79 degrees 32 minutes) for a distance of 958.2 feet to an iron pin; thence North 99 degrees 1 minute West (interior angle 266 degrees 31 minutes) for a total distance of 193.0 feet to an iron pin; thence North 05 degrees 45 minutes east (interior angle 86 degrees 14 minutes) for a distance of 1359.0 feet to a stone with a chiseled cross and guarded with an iron pin; thence South 84 degrees 15 minutes East (interior angle 90 degrees 0' minutes) for a distance of 405.0 feet to an iron pin; thence South 01 degrees 25 minutes West (interior angle 94 degrees 20 minutes) for a distance of 1183.1 feet to an iron pin; thence North 87 degrees 39' East (interior angle 273 degrees 46 minutes) for a distance of 2176.0 feet to a point in the center of Legislative Route 233 (Traffic Route 8); thence South 02 degrees 30 minutes West (interior angle 85 degrees 09 minutes) along the centerline of L. R. 233 for a distance of 581.92 feet to a point on L. R. 233; thence South 06 degrees 42 minutes West (interior angle 175 degrees 48 minutes) for a distance of 355.22 feet to said point of beginning (interior angle 101 degrees 20 minutes) Excepting and reserving from the above described premises, that portion of the property that was conveyed to the Pennsylvania Department of Highways. |
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Being Map No. 31-001-018 (Parcell) and 31-001-009 (Parcel2) BEING the same premises which TA Operating LLC, a Delaware limited liability company, by Deed dated 01/29/2007, and recorded 02/05/2008 in the Office of the Recorder of Deeds in and for Venango, County, Pennsylvania in Book 0482 Page 0313, granted and conveyed unto HPT TA Properties Trust, a Maryland real estate investment trust, in fee. |
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EXHIBIT A-28 TA Lamar 5600 Nittany Valley Drive Lamar. PA Legal Description l J AUTHAT CERTAIN piece,parcel and lot of land situate in Porter Township, Ointon County, Commonwealth of Pennsytvania bounded and described as fofl9ws: BEGINNING at a point at the intersection of the easterly right of way line of S.R. 0054 (50.00 feet from centerline) wfth the southerfy right of way line of Ramp D of S.R. 0080 (90.00 feet from centerline). TI-fENCE from·said,point of beginning and continuing along said southerly right of way fine of Ramp 0 of S.R. 0080 North n degrees 04 minutes 26 seconds Ea1212.09 feet to set an iron pin. THENCE along the line of lands of Ralph E. & Vema R. Dotterer by the following five courses and distances: 1. South 32 degrees 32 minutes 00 seconds East, 798.00 feet to a set iron pin. 2. South 29 degrees OS minutes 00 seconds West, 680.00 feet to a set iron pin. 3. South 47 degrees·ot minutes 10 seconds West, 1828.25 feet to a set Iron pin. 4.North 26 degrees 52 minutes 57 seconds West,432.25 feet to a point ln the center of S.R. 0064! said point being further located North 30 degrees 23 minutes 36 seconds East 525.63 feet from the intersection of the centerline of S.R. 0064 with the centerline of former L.R.18044, said Intersection being the southwesterly comer of lands of Ralph E. & Vema R. Dotterer as described in D.B. 265 P.1030. THENCE continuing along tne centerline of S.R. 0064 North 30 degrees 23 minutes 36 seconds East, 1116.83 feet to the point of beginning. CONTAINING therein 68.262 acres of land as above desoibed. THE above described property Is that same as desoibed in First American Trt:le Insurance Company Commitment No. ALS 226. ALSO encumbering the following described land to the extent not lnduded in the afore described land: PARCEL NO. 1: ALL THOSE (3) CERTAIN pieces or parcels of land situate In Porter Township, Ointon County, Pennsylvania, bounded and described as follows, to wit: NO. 1 Ali That Certain piece or parcel of land situate on the South side of the State Highway, Route No. 64, known as the Turnpike, bounded and described as follows, to wit: BEGINNING at a post on the South side of the said State Highway, Route No. 64, on comer of land formerly of Herbert Hayes,now or late of George Cummo;thence along line of land now or late of George Cummo and also along line of land formerly of Edward Maurer, now or late of Ralph Funk, South 27-1/2 degrees East, a distance of ninety (90) perches to a line on comer of land now or late of Ralph Funk and land fonnerfy of Uyod Maurer,now or late of Harry Shilling; thence along said line, North 63-1/2 degrees East, a distance of one hundred two and 8/10 (102.8) perches to a post on comer of land now or late of Hany Shilling; thence along line of land now or late of Thomas Rlchell and land formerly of Lavine Smith, now or late of Willard E. Smith,North 27 1/2 degrees West, a distance of one hundred thirty-nine and one-half (139-1/2) perdles to a post on the South side of State highway, Route No. 64; and thence along said State Highway, South 38 degrees West, a distance of one hundred thirteen and one-half (113-1/2) perches to a post, the place of beginning. Containing seventy-three (73) acres, more I of4 · |
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or less. EXCEPTING AND RESERVING,therefrom and thereout that portion of the above described premises taken for highway purposes and containing one (1) acre,more or less. NO. 2 BEGINNING at a stone comer on line of land now or late of Thomas Richeii and being also a comer of the land now or late of the Shilling Estate; thence along land now or late of the said Thomas Richell. North 29-1/4 degrees West,a distance of forty-five (45) perches to a stone; thence along land formerly of A N. Heckman,now or late of C.L Strunk, South 61-3/4 degrees West, a distance of forty-two and eight-tenths (42.8) perches to a stone; thence along land now or late of C.L Strunk, South 29-1/4 degrees East,a distance of forty-four and seven-tenths (44.7} perches to a stone In lane; thence along land now or late of A.D. Moyer and Shilling Estate, North 62-1/4 degrees East, a distance of forty-two and eight-tenths (42.8) perches to a stone,the place of beginning containing twelve (12) acres, neat measure. NO.3 BOUNDED on the North by lands now or late of Uyod Maurer;on the West by land now or late of John Shilling, deceased;on the South by lands now or late of J.M.Oumm; and on the East by lands now or late or Thomas Rishell. Containing three (3) acres, more r less. BOUNDED on the North by lands now or late of Uyod Maurer;on the West by lands now or tate of A.D. Moyer; on the South by lands now or late of J. M. Dumm; and on the East by lands now or late of the Shilling Estate.Containing five (5) acres,more or less. The Three (3) above described parcels of land are also described according to a survey thereof made by Westmoreland Engineering Co.,Inc., dated December 1966, as follows: BEGINNING at a point In the Center Une of Pennsylvania State Highway LR. 58 (T.R. 64); thence along lands now or formerty of Dale E. Bair and Mary A. Bair, S. 34 degrees 20 minutes 25 seconds E, a distance of 2274.55 feet to a point; thence 34 degrees 20 minutes 25 se<:onds E, a distance of 29.74 feet to a point; thence 34 degrees 32 minutes 46 seconds E, a distance of 1309.60 feet to a point; thence 56 degrees 53 minutes 00 seconds W,a distance of 623.62 feet to a point; thence N 34 degrees 52 minutes 35 seqJ.n.ds W,a distance of 551.57 feet to a point; thence 56 degrees 38 minutes 39 seconds W, a distance of 75.11 feet to a paint; thence N 35 degrees 00 minutes 10 seconds W, a distance of 746.44 feet to a point; thence S 54 det]rees 33 minutes 28 seconds W 1 a distance of 988.59 feet to a point; thence N 34 degrees 29 minutes 02 seconds W, a distance of 1503.18 feet to a point In the Center Une of Pennsylvania State Highway LR.58 (T.R. 64);thence along the Center Line of State Highway, N 30 degrees 25 minutes 09 seconds E, a distance of 952.64 feet to a point ;thence continuing along the Center Une of said Highway, N 30 degrees 28 minutes 24 seconds E. a distance of 926.'18 feet to the place of beginning. The above described tract contains 94.082 acres. Excepting And Reserving therefrom and thereout approximately 1/36 of an acre taken by the Commonwealth of Pennsylvania for the amstruction of Interstate Highway 60. PARCEl NO. 2: FIRST: ALL THAT CERTAIN LOT OR TRACT Of lAND situate in the Township of Porter, County of Clinton and Commonwealth of Pennsylvania( bounded and described as follows: 2 of4 |
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BEGINNING at a point in the center line of Pennsylvania State of Highway Legislative Route 58 (Traffic Route 64); thence along lands now or former1y of J. Gaylord Confer and Fannie J. COnfer,SOuth 34 degrees 20 minutes 25 seconds East a distance of 162.37 feet to a point, said point be1ng on the legal right-of-way fine for Umited Access fur Pennsylvania State Highway legislative Route 100'11 Section 45 (Intenrtate Route 80) and also being the place·of beginning; thence along said right-of-way nne, North 72 degrees 07 minutes 06 seconds East, a distance of 1181.30 feet to a point; thence continuing along said right-of-way line on a rurve to the left having an arc length of 3n.22 feet and a radius of 3969,83 feet (chord bearing North 74 degrees 57 minutes 34 seoonds East-chord length Jn.to feet) to a point; thence along lands now or forrnerfy of Aaron Stem, South 34 degrees 43 minutes 02 seconds East, a distance of 643.15 feet to a point; thence along same lands, north 57 degrees 39 minutes 47 seconds East1 a distance of 2.94.07 feet to a point;thence along same lands South 33 degrees 23 minutes 10 seconds East a distance of 1072.12 feet to a stonei thence along lands now or formerly of MabelDumm and Thomas Rishel, South 56 degrees 30 minutes 30 seconds West a distance of 1764.29 feet to a point; thence along lands now or forrnerfy of J. Gaylord Confer and Fannie J. Confer, north 34 degrees 20 minutes 25 seoonds West, a distance of 2112.18 feet to the place of beginning. THE above described tract contains 71.92S9 acres. SECOND: ALL mAT CERTAIN TRAIT OF lAND situate in the Township of Porter,County of Ointon, and Commonwealth of Pennsylvania,bounded and described as follows: BEGINNlNG at a point in the Southeasterly line of Pennsylvania State Highway Legislative Route SB (Traffic Route 64)1 80 feet w1de,at the Westerly line of land now or late of Aaron Stem; thence along said land South 34 degrees 43 minutes 02 seconds East 685.72 feet to a point on the Northerly right-of way line of State Highway Legislative Route 1009 (also known as Interstate Route 80);thence by said right-of way line Westwardly by a curve to the right having a radius of 2794.93 feet and an arc length of 408.16 feet (chord bearing South 84 degrees 089 minutes 49 seconds West,chord length 407.60 feet) to a point; thence continuing by said right-of-way line South 88 degrees 20 minutes 30 seconds West 194.55 feet to the line of land of Willard E. Smfth; thence by said land of Smith, the following two courses and distances; North 36 degrees 23 minutes 56 seconds East 157.63 feet to a point; thence North 58 degrees 42 minutes 03 seconds West 138.02 feet to a point In the Southeasterly line of State highway legislative Route 58; thence along said nne of said Highway,North 30 degrees 28 minutes 24 seconds East 139.31 feet to a point; thence continuing along said Highway, by a curve to the left having a radius of 7679.<t9 feet and an arc length of 334.66 feet (chord bearing North 29 degrees 13 minutes 29 seconds East,dlord length 334.65 feet) to the place of beginning. CONTAlNING 4.5659 acres. EXCEPTING AND RESERVING from the above described parcel the following two (2) parcels: 1) Deed of Boron Oil Company to Tri-County Oil Corporation, dated 12/6/1972 and recorded in dinton County, Pennsylvania,in Deed Book 239 page 866. 2) Deed of Ohio Oil Company (formerly B. P. Oil Inc., formerly Boron Oil Company}, dated 10/29/1987, and Page 834. ALSO Excepting and Reserving from both Parcels 1 and 2 above 97.354 acres conveyed by B.P. Oil Compcmy, Inc. (formerly Boron Oil Company) to Ralph E.Dotterer and Vema R. Dotterer,his wife, on q/18/1978, in Ointon County, Pennsylvania, in Deed Book 265 Page 1030. ALSO Excepting and Reserving from the above described premises the following two (2) parcels: 3 of4 |
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1) Deed to the Commonwealth of Pennsylvania, DepartmentofTransporatlon recorded 2/2.3/20011n Instrument No. 2001-809. 2) Deed tn East Nittany Valley Joint Munidpal Authority recorded OS/16/2001ln Instrument No. 2001-2.207. TOGETHER with the benefits and subject to the burdens for the reservation of drainage right of way and water well as reserved in deed from B.P. Oil Company, lnc. (formerly Boron Oil Company) to Ralph E. Dotterer and Vema R. Dotterer,his wife,on 4/18/1978,In Ointon County Pennsylvania,In Deed Book 265 Page 1030. BEING Tax Parcel No. 02-01-0021. BEING the same premises which BP ExPioratlon & Oil Inc.,an Ohio Corporation by Deed dated 12/9/1993 and recorded 12/15/1993 in the County of Ointon in Record Book 655 Page 153, conveyed unto TA . Operating Corporation, a Defaware Corporation,In fee. ALSO" BEING the same premises which BP.Exploratlon & Oil Inc.,an Ohio Corporation, by Quit Oalm Deed dated 12/9/1993 and recorded 12/lS/1993 in the County of Clinton in Record Book 655 Page 161,conveyed unto TA Operating Corporation, a Delaware Corporation,In fee. 4 of4 |
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EXHIBIT A-29 TA Manning 30 I 4 Paxville Highway iv1anning, SC PROPERTY DESCRIPTION Tax Map No. 137-00-04-001 All that certain piece, parcel or tJact ofland with improvements thereon. located in the North Manning area, containing 15.1 0 acres: POINT OF BEGINNING: a concrete monument (old mark) on the eastern US Interstate 95 right of way and the northern right of way of SC Highway 261 intersect: THENCE along the I-95 right-of-way North 13-31-00 East a distance of 242.57 feet to a concrete monument (old mark);· 11-IENCE continuing along the 1-95 right-of-way North 13·30-14 East a distance of222.30 feet to a concrete momnnent (old mark); TH ENCE continuing along the 1-95 right-of-way North 13-41-15 East a distance of 124.98 feet to a concrete monument (old mark); THENCE continuing along the I -95 right-of-way along the arc of a curve - 339.86 feet with a radius of 1030,70 feet the chord bearing of North 23-00-06 East a distance of 338.33 feet to a concrete monwnent (old mark); THENCE continuing along the I -95 right--of way North 30-39-12 East a distance of 173.29 feet to a concrete monument (old mark); THENCE continuing along the I -95 right-of-way North 41-53-33 East a distance of 549.29 feet to a concrete monument {old mark.); THENCE along a transition right-of-way South 65-32-54 East a distance of 28. I 4 feet to a concrete monument {old mark); TiffiNCE along the original I -95 frontage road now South Carolina Highway 8-14-758 (A.M. Mash Road) South 09-19-09 West a distance of 18 t 7.65 feet to a railroad spike (set in pavement); THENCE along a right-tum lane South 69-33-00 West a distance of 49.50 feet to a railroad spike (set in pavement) on the northern right-of-way South Carolina Highway-261: THENCE along the northern right-of-way of S.C. 261 North 50-06-00 West a distance of353.60 feet to an iron pipe comer; TIIENCE continuing along the right-of-way of S.C. 261 North 42-15-00 West a distance of206.90 feet to the point ofbegirming. This being the identical property conveyed to National Autoffruckstops, Inc by deed of Union Oil Company by deed dated April 13, 1993 and recorded April23, 1993 in Deed BookA-238 at page 68. |
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EXHIBIT A-30 Derunark, TN (TA) 155 H\vy 138 Denmark, TN L YTNG AND BETNG SITUATED TN THE 7TH CIVIL DISTRICT OF MADISON COUNTY, TENNESSEE, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A STAKE IN THE \VEST 1v1ARG[N OF WHAT IS KNOWN TN THE YEAR 1953 AS THE PROVIDENCE ROAD AND 30 FEET FROM THE CENTER OF SAME, AND BEING 710 fEET AS MEASURED ALONG PROVIDENCE ROAD TN A SOUTHERLY DIRECTION FROi\.1 THE CENTER OF THE OVERPASS, AND BEING FURTHER LOCATED AND DESCRIBED AS BEING THE NORTHEAST CORNER OF THE HAWKINS CEMETERYRUNS THENCE WITH THE NORTH LINE OF THE CE!\1ETERY SOUTH 87 DEGREES 52 MINUTES WEST 76 FEET; THENCE SOUTH 02 DEGREES 06 MfNUTES EAST 75 FEET TO A STAKE, THE SOUTH\VEST CORNER OF THE CEMETERY; TI-IENCE ACROSS THE OPEN fiELD SOUTH 44 DEGREES 22 iv1INUTES \VEST 647.25 FEET TO A STAKE ON A HIGH BANK; THENCE NORTH 80 DEGREES 23 MINUTES WEST 670.00 FEET TO A STAKE IN THE SOUTH MARGIN OF THE INTERSTATE HIGHWAY NO. 40 AND 150 FEET FROM THE CENTER LINE OF SAME; THENCE \VTTH THE EXISTING FENCE RO\V NORTH 59 DEGREES 37 MTNUTES EAST 450 FEET TO A STAKE; 'T'HENCE NORTH 72 DEGREES 22 MINUTES EAST 445.00 FEET TO A CONCRETE HIGliWA Y MONUMENT; THENCE SOUTH 15 DEGREES 08 MINUTES EAST 141 FEET TO A HTGH\VA Y MONUMENT RIGHT-OF-WAY MARKER TN THE \\,'EST MARGIN OF THE ABOVE MENTIONED PROVIDENCE ROAD; THENCE \VITH SAID ROAD SOUTH 02 DEGREES 08 TvHNUTES EAST 264.00 FEET TO TI-IE BEGINNING. ALSO DESCRTBED AS FOLLO\VS: DESCRIPTION OF THE UNION OIL CO lPANY OF CALIFORNIA, DBA UNOCAL PROPERTY IN MADISON COUNTY, TENNESSEE RECORDED IN BOOK 480, PAGE 234: BEGINNING AT A FOUND T-POST IN THE SOUTH RIGHT OF WAY LINE OF U.S. HIGl-TWA Y I-40 (150 FEET FROM THE CENTERLINE), SAID POTNT BEGIN TN THE \VEST LINE OF PROPERTY RECORDED IN BOOK 480, PAGE 234; THENCE NORTH 59 DEGREES 37 MINUTES 00 SECONDS EAST \VITI-I THE SOUTH RIGHT OF WAY LINE OF U. S. HIGH\V A Y I-40, 449.69 FEET TO A POINT; THENCE NORTH 72 DEGREES 02 tvHNUTES 42 SECONDS EAST \VITH THE SOUTH RIGHT OF WAY LINE OF U. S. HIGHWAY I-40, 444.59 FEET TO A FOlJND RIGHT OF WAY MONUMENT; THENCE SOUTII 15 DEGREES 48 MINUTES 42 SECONDS EAST \VITll THE WEST RIGHT OF \VA Y LINE OF PROVIDENCE ROAD, 141.00 FEET TO A SET IRON PIN (30 FEET FROM THE CENTERLINE); THENCE SOUTH 02 DEGREES 16 MINUTES 14 SECONDS EAST \VITI--I THE WEST LINE OF PROVIDENCE ROAD, 262.19 FEET TO A SET IRON PIN IN THE NORTH LINE OF HAWKINS FAMILY CEMETERY; THENCE NORTH 88 DEGREES 59 MINUTES 56 SECONDS \VEST WITH THE NORTH LINE OF HA \VKINS FAMILY |
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CEI\fETERY, 75.00 FEET TO A SET IRON PIN; THENCE SOUTH 01 DEGREES 00 I\.1INUTES 04 SECONDS WEST \VITI-I THE WEST LINE OF HAWKINS FAtvfiL Y CEl'v1ETERY, 75.00 FEET TO A SET IRON PIN IN THE SOUTH LINE OF PROPERTY RECORDED IN BOOK 480, PAGE 234; THENCE SOUTH 43 DEGREES 20 MINUTES 31 SECONDS WEST WITH THE SOUTH LINE OF PROPERTY RECORDED IN BOOK 480, PAGE 234,647.53 FEET TO A FOUND T-POST IN THE WEST LrNE OF PROPERTY RECORDED IN BOOK 480, PAGE 234; THENCE NORTH 30 DEGREES 23 l'vfiNUTES 53 SECONDS WEST \VITI--I THE WEST LINE OF PROPERTY RECORDED IN BOOK 480, PAGE 234, 669.84 FEET TO THE POINT OF BEGI1\ ING AND CONTAINING 434,276 SQUARE FEET OR 9.970 ACRES OF LAND. |
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EXHIBIT A-31 TA Nashville 111 N. First Street Nashville. TN LYING IN THE FIRST OVIL DISTRICf,METROPOUTAN NASHVILLE,DAVIDSON COUN1Y,TENNESSEE, BEGINNING AT AN IRON ROD SET ON THE NORTH RlGt-rr-OF-WAY UNE OF MAIN STREET ON JAMES ROBERTSON PAAKWAY FRONTAGE ROAD1AT THE SOtffiiEASTERLY END OF ntE RETURN CURVE FOR NORTli FIRST STREET; TifENCE, 1. Willi ID RETURN CURVE TO THE RIGHT, HAVIr-IG A RADIUS OF 18.86 FEET, A DELTA ANGLE OF 94 DEGREES 35 MINUTES 11 SfCONDS,A OiORD OF NORTH 62 DEGREES 02 MINUTES 06 SECONDS WEST, 27.71 FEET, AND AN ARC DISTANCE OF 31.13 FEET TO AN IRON ROD SET AT TilE POINT OF TANGENCY AND BBNG ON THE EAST RIGHT-QF-WAY UNE OF NORTI-1 FIRST STREET,11-iENCE, 2. Wmt SAID EAST RIGtfT-QF-WAY UNE OF NORTH FIRST STREET, NORTli 14 DEGREES 44 MINlJTES 31SECONDS WEST,A DISTANCE OF 626.29 FEET TO A TACK SET IN LEAD,THENCE 1 · 3. OONTINUING WITH SAID EAST RIGHT-QF-WAY LINE OF NORTH FIRST SlREET,NORTH 00 DEGREES 46 MINUTES 54 SECONQS EAST, A DISTANCE OF 268.94 FEET TO AN EXISTING P.K. NAIL AT E SOUTHWEST CORNER OF THE LAND OF FRANCES B. SWIFT,/AS OF RECORD IN DEED BOOK 8494,PAGE 740,TN SAID REGISTER'S OFFICE, THENCE; '1. WITH llfE SOUTH UNE OF SAID SWIFT l.AND1 NORTH 73 DEGREES 47 MINUTES 55 SECONDS EAST, A DISTANCE OF 417.00 FEET TO AN IRON ROD SET AT THE SOUTHEAST CORNER THEREOF, TiiENCE, 5. WITH THE EAST UNE Of SAID SWIFT LAND,NO.RTH 35 DEGREES 42 SECONDS 55 MINUTES EAST, A DISTANCE OF 75.00 FEET TO AN IRON ROD SET,THENCE, 6. CONTINUING WITH mE EAST UNE OF SAID SWIFT LAND, NORlli 10 DEGREES 31 MINUTES OS SECONDS WEST, A DISTANCE OF 66.17 FEET TO AN IRON ROD SET ON THE SOUTI-1 RIGI-IT-Of.WAY UNE OF CSX RAILROAD; THENCE, 7. WITH SAID SOUlH RJGHT-GF-WAY UNEOF CSX RAILROAD,NORTH 72 DEGREES 58 MINUTES 55 SECONDS EAST1 A DlSTANCE OF 424.87 FEET TO AN EXISTING IRON ROD ON Tl-iE WEST RIGHT-OF WAY UNE OF INTERSTATE 65;THENCE, B. CONTINUING WITH SAID WEST RIGHT-QF-WAY OF INTERSTATE 65, AND WITH A FENCE, SOUTH 16 DEGREES 12 MINUTES 18 SECONDS WEST, A DISTANCE OF 141.68 FEET TO AN IRON ROD SET; THENCE, 9. CONTINUING WITH SAID WEST RIGHT-oF-WAY OF INTERSTATE 65, AND WITH SAID FENCE,SOUTH l6 DEGREES 47 MINUTES 52 SECONDS EAST,A DISfANCE OF 272.95 FEET TO AN IRON ROD SET AT THE NORTHEAST CORNER OF THE LAND Of TATG,INC. OF RECORD IN DEED BOOK 7488, 776 fN SAID REGISTER'S OFFICE;THENQ:, . 10. WITH THE NORTii UNE OF SAID TATG LAND, SOIJfH 73 DEGREES 46 MINUTES 24 SECONDS WEST, A DISTANCE OF 240.90 FEET TO AN IRON ROD SET AT ll-fE NORTHWEST CORNER THEREOF;THENCE, . 11. WITH THE WEST LINE OF SAID TATG LAND,SOUTH 16 DEGREES 28 MINUTES 05 SECONDS EAST, A DISTANCE OF 9.02 FEET TO AN IRON ROD SET ON THE RIGHT-QF-WAY UNE OF THE NORTilERLY END OF SECOND STREET; THENCE, . 12. WITH SAID RIGHT-oF-WAY UNE OF NORTii SECOND STREET,AND WITH A TANGENT CURVE TO THE LEfT HAVTNG A RADIUS OF 50.00. FEET,A DELTA ANGLE OF 152 DEGREES 25 MINUTES 50 SECONDS, A CHORD OF SOUTH 09 DEGREES 10 MINUTES SO SECONDS WEST, 97.12 FEET, AND ARC DISTANCE OF 133.02 FEET TO AN IRON ROO SET AT THE POINT OF REVERSE OJRVA11JRE;THENCE, 13. CONTINUING Wffif SAID RIGHT·OF-WAY UNE OF NORTH SECOND STREET, AND WITli A TANGENT CURVE TO THE RIGHT,HAVING A RADIUS OF 18.44 FEET, A DELTA ANGLE OF 50 DEGREES 34 MINUTES 00 SECONDS,A CHORD OF SOUTH 41 DEGREES 45 MINlfTES OS SECONDS EAST,15.75 FEET, AND ARC DISfANCE OF 16.27 FEET mAN IRON ROD SET AT THE POINT OF TANGENCf, TIIENCE, 14. CONTINUfNG WITH SAID WEST RIGHT-QF-WAY UNE OF NORTH SECOND STREET,SOUTH 16 DEGREES 28 MINllTES 05 SECONDS EAST,A DISfANCE OF 492.27 FEET TO AN IRON ROD SET AT THE POINT OF CURVATURE OF THE FOLLOWING TANGENT CURVE;THENCE, 1 of3 |
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15. WITH SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 19.09 FEET, A DELTA ANGLE OF 94 DEGREES 21 MINUTES 00 SECONDS. A CHORD OF SOUTli 30 DEGREES 42 MINUTES 25 SECONDS WEST, 27.87 FEET, AND AN ARC DISTANCE OF 31.29 FEET TO AN IRON ROD SET AT THE POINf OF TANGENCY AND ON THE NORTH UEN OF SAID MAIN STREET, THENCE; WITH SAID NORTH RIGHT-OF WAY UNE OF MAIN STREET AND THE FOLLOWING 9 CALlS (UNES 16 THROUGH 24}; 16. SOUTH 77 DEGREES 45 MINUfES 18 SECONDS WEST, A DISTANCE Of 178.61 FEET,TO AN IRON ROO SEf AT TiiE POINT OF OJRVATURE OF THE FOLLOWING TANGENT CURVE;THENCE, 17. Wffii SAID CURVE TO lliE LEFT,HAVING A RADIUS OF 150.20 FEET, A DaTA ANGLE OF 17 DEGREES 05 MINUTES 25 SECONDS,A a-fORD OF SOVTH 63 DEGREES 59 MINUTES 12 SECONDS WEST, 44.62 FEET, AND AN ARC DISTANCE OF 44.80 FEET TO AN IRON ROD SET AT lliE POINT OF TANGENCY;THENCE, 18. SO\ffi-l 51DEGREES 52 MINLITES 42 SECONDS WEST,-A DISTANCE OF 25.H FEET TO AN IRON ROD SEf AT THE POINT OF CURVATURE OF THE FOLLOWlNG TANGENT CURVE; THENCE, 19. WITl-1 SAID CURVE TO 11iE LEFf, HAVING A RADIUS OF 121.97 FEET, A DELTA ANGLE Of 25 DEGREES 52 MINUTES 00 SECONDS,A OiORD OF SOlffH 64 DEGREES 27 MINUTES 55 SECONDS WEST, 54.60 FEET, AND AN ARC DISTANCE OF 55.07 FEET TO AN IRON ROD SET AT n-tE POINT OF TANGENCY;THENCE, 20. SOUTH 77 DEGREES 23 MINUTES 55 SECONDS WEST 1 A DISTANCE OF 42.94 FEET TO AN IRON ROD SET AT THE POINT Of CURVATURE OF THE FOLLOWING TANGENT CURVE,THENCE, 21. WITH SAID CURVE.TO THE LEFT, HAVING A RADIUS OF 4583.38 FEET, A DELTA OF 01DEGREE 15 MINUTES 01SECONDS,A CHORD OF SOlJfH 76 DEGREES 46 MINUTES 24 SECONDS WEST,100.01 FEET, AND AN ARC DISTANCE OF 100.02 FEET TO AN IRON ROD SET AT THE POINT OF COMPOUND OJRVATIJRE; 11-iENCE, 22. WITH A NON-TANGENT CURVE TO THE LEFT,HAVING A RADIUS Of 881.37 FEET,A DELTA ANGLE OF 05 DEGREES 31MINUTES 31SECONDS, A CHORD OF SOurn 73 DEGREES 23 MINUTES 08 SECONDS WEST, 84.96 FEET, AND AN ARC DISTANCE OF 8"t.99 FEET TO AN IRON ROD, THENCE, 23.SOUTH 71 DEGREES 50 MINLTTES 19 SECONDS WEST, A DISTANCE OF 61.01 FEET TO AN IRON ROD SET; THENCE, 24. SOUn-t 70 DEGREES 40 MINUTES 02 SECONDS WEST, A DISTANCE OF 74.69 FEET TO THE POINT OF BEGINNING. . ALSO ENCUMBERING THE FOLLOWING DESCRIBED LAND TO TilE EXTENT NOT INCLUDED IN THE AFOREDESCRIBED lAND; lAND IN DAVIDSON COUNTY, TENNESSEE1 BEING LOT NOS. 1, 2, 3 AND 4 ON THE PlAN OF RESUBDIVISION OF LOT NUMBER OF PART OF LOT NUMBER 1THRU 15, 66 THRU 93 AND PORTIONS OF STREETS AND AllEYS SHOWN ON SHELBY'S FIRST ADDffiON TO EDGEFIELD,AS OF RECORDING BOOK 12, PAGE 514, REGISTER'S OFFICE FOR DAVIDSON COUNlY, TENNESSEE, AS OF RECORD IN PLAT BOOK 5200,PAGE 72,REGISTER'S OfFICE FOR DAVIDSON COUNTY, TENNESSEE. BEING THE SAME PROPERTY CONVEYED TO TRUCKSTOPS CORPORATION Of AMERICA,BY DEED FROM MARTHA WHffi FOODS, INC. AS OF RECORD IN BOOK 5302, PAGE 842;-BY DEED FROM WAYNE WALLACE, ET AL, AS OF RECORD IN BOOK 5302,PAGE 846; BY DEED FROM THIRD NATIONAL BANK IN NASHVILLE, SUCCESSOR TRUSTEE, AS OF RECOD IN BOOK 5302 1 PAGE 849;BY DEED FROM E.B. SMITH,JR., AND WIFE,KATHRYN EENAN SMffi-f, AS OF RECORD IN BOOK 5302,PAGE 852;BY DEED FROM LOUISVILLE AND NASHVILLE RAILROAD COMPANY, AS OF RECORD IN BOOK 5305,PAGE 564;BY DEED FROM JOHN E. PATION AND WIFE,RITA PATION, AS OF RECORD IN_ BOOK 5256, PAGE 798,BY DEED FROM RAMEL ADVERTISING ASSOCIATES OF TENNESSEE,A UMITED PARTNERSHIP, AS OF RECORD IN BOOK 5357,PAGE 994, BY DEED FROM RYDER SYSTEM,INC. OF RECORD IN BOOK 6225, PAGE 944,REGISTER'S OFFICE FOR DAVIDSON COUNTY, TENNESSEE. BEING AlSO DESCRIBED ACCORDING TO A SURVEY MADE BY INTERNATIONAL lAND SURVEYING, INC., DATED SEPTEMBER 13, 1993, DWG. NO. 93-08-01;027 fJS FOLLOWS: 2 of3 |
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LYING IN THE FIRST CIVIL DISTRICT, METROPOLITAN NASI-MLLE-DAVIDSON COUNTY, TENNESSEE, BEING TiiE lAND OF TRUCKSTOPS CORPORATION OF AMERICA, A5 OF RECORD lN DEED BOOK 5302, PAGE 842, DEED BOOK 5302, PAGE 846,DEED BOOK 5302, PAGE 849, DEED BOOK 5302,PAGE 852; DEED BOOK 5305, PAGE 564; DEED BOOK 5256,PAGE 798; DEED BOOK 5257,PAGE 994;AND DEED BOOK 6225,PAGE 944 ALL IN THE REGISTER'S OFFICE FOR DAVIDSON COUNTY, TENNESSEE,SAID LAND ALSO BEING ALL OF lOTS 1, 2, 3 AND 4 ON TitE PLAN OF "RESUBDMSION OF LOT NUMBER OR PART OF LOT NUMBERS 1TliRU 15,66 THRU 93 AND PORTIONS OF STREETS AND ALLEYS SHOWN ON SHElBY'S FIRST ADDITIONS TO EDGEFIELD, AS OF RECORD IN BOOK 12, PAGE 524, R.O.D.C." SAID RESUBDMSION AS OF RECORD IN BOOK 5200, PAGE 72,IN SAID REGISTER'S.OFFICE. BEING THE SAME PROPERTY CONVEYED TO TA OPERATING CORPORATION,A DELAWARE . CORPORATION BY SPEOAL WARRAtffi' DEED FROM TRUCKSTOPS CORPORATION OF AMERICA, A DELAWARE CORPORATION Of RECORD IN BOOK 9188,PAGE 50 AND BY QUITCLAIM DEED OF RECORD IN BOOK 9188, PAGE 60,BOTH IN THE REGISTER'S OFACE FOR DAVlDSON COUNTY,TENNESSEE. 3 ofJ |
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EXHIBIT A-32 lA Dallas South 7751 Bonnie View Road l) tll 1s. TX _ .:,r.f,J1r";i".'. w.· Being Lot-lB, in Block A/8267 ,·. of TRAVELCENTERS OF AMERICA ADDITION No. 2, an Addition to the City of Dallas, Texas, according to the Map thereof recorded in Volume 190787, Page 2006, of the Plat Re ords of Dallas County, Texas |
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EXHIBIT A-33 Laredo, TX 1010 Beltway Parkway Laredo, TX 78045 Being Lot Number One ( 1), in Block Number (1 ), Travel Centers of America Plat recorded in Volume 26, Page 10, \Vebb County Plat Records, Texas. Together with easement rights pursuant to Access Road Easement, dated November 3, 2003 and recorded January 8, 2004 as Document No. 822166 in Volume 1523, Page 387, \Vebb County Deed Records. |
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EXHIBIT A-34 TA Nevv Braunfels 4g 1-7 I-35 North Ne\v Braunfels. TX ' LOT 1, HERITAGE PARK UNIT ONE, COMAL COUNlY,TEXAS, ACCORDING TO WE MAP OR PLAT THEREOF RECORDED IN VOLUME 11,PAGE 241OF TiiE MAP AND PLAT RECORDS OF COMAL COUNlY, TEXAS, AND BEING MORE PARTICUlARLY DESCRIBED AS FOLLOWS: BEGINNING AT A 5/ff' REBAR IN THE SOUTHEAST CORNER OF SAID LOT ONE AT THE INTERSECTION Of THE WEST'ERLY RIGHT OF WAY UNE OF IH·JS FRONTAGE ROAD AND lliE NORTHERLY RlGHT OF WAY OF CONRADS ROAD, TiiENCE NORTH 87 DEGREES 45 MINUTES 57 SECONDS WEST A DISTANCE OF 101.57 FEET TO A 1/2REBAR lN THE RIGHT OF WAY OF CONRADS ROAD,THENCE NORTli 56 DEGREES 57 MINUTES 10 SECONDS WEST A DISTANCE OF 35.35 FEET TO A S/B" REBAR Will1 CAP INSCRIBED MICHAEL F.FElDBUSCH LS 5213 IN nfE RIGHT OF WAY OF CONRADS ROAD,lliENCE Wffif A CURVE TURNING TO lHE RIGHT WTTH AN ARC lENGTH OF 251.93 FEET Wmt A RADIUS Of 1106.30 FEET Wffif A CHORD BEARING OF NORiH 51DEGREES 39 MINlJTES 57 SECONDS WEST WITH A CHORD lENGTli OF 251.82 FEET TO A nX" IN CONCRmIN THE RIGHT OF WAY OF CONRADS ROAD, THENCE NORTH 45 DEGREES 10 MINUTES .qz SECONDS WEST A DISTANCE OF .33 FEET TO A 1/?:' REBAR IN 11iE RIGfff OF WAY OF CONRAOS ROAD, lliENCE NORlli 44 DEGREES 58 MINUTI:S 47 SECONDS WEST A DlSTANCE Of 379.71FEET TO A 5/8q REBAR Wffif CAP INSCRIBED MICHAEL F. FfLDBUSOf lS 5213 IN THE RIGHT Of WAY Of CONRADS ROAD,TiiENCE NORTH 43 DEGREES 28 MINUTES 19 SECONDS EAST A DISTANCE OF 1099.98 FEET TO A l[l REBAR,ntENCE SOUTii 45 DEGREES 13 MINUlCS 35 SECONDS EAST A DISTANCE OF 428.07 FEET TO A 1/2" REBAR,THENCE SOUTH 31 DEGREES 58 MlNVTES '57 SECONDS WEST A DISTANCE OF 556.07 FEET TO A 1{2" REBAR1 lliENCE SOUTH 45 DEGREES 36 MINI.ITES 51SECONDS EAST A DISTANCE OF 505.14 FEET TO A 1/2." REBAR ON·iHE WESTERLY RIGHT OF WAY UNE OF IH<35 FRONTAGE ROAD,lliENCE SOtmt 34 DEGREES 36 MINUTES 45 SECONDS WEST ALONG SAID RlGHT OF WAY A DISTANCE OF 82.21FEET TO A 5/Bq REBARr THENCE SOUlli 29 DEGREES 26·MINVTES 07 SECONDS WEST ALONG SAID RIGHT OF WAY A DISTANCE OF 390.<17 FEET TO THE POINT OF BEGINNING HAVING AN AREA OF 871,569.92 SQUARE FEET, 20.01 ACRES. NOTE: THE COMPANY IS PROHIBITED FROM INSURING THE AREA OR QUANTITY OF lliE lAND DESCRIBED HEREIN. ANY STATEMENT IN n-tE ABOVE LEGAL DESOUPTION OF 1HE AREA OR QUANTlTY Of LAND IS NOT A REPRESENTATION THAT SUCH AREA OR QUANTITY IS CORRECT, BVT IS MADE ONLY FOR INFORMATIONAL AND/OR IDEN11F1CATION PURPOSES AND DOES NOT OVERRIDE ITEM 2 OF SCHEDULE B HEREOF. |
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EXHIBIT A-35 Wheeling, WV (TA) RR 1; PO Box 712 Valley Grove, WV The following tract of land situate at the intersection of the Dallas Pike Road (\Vest Virginia Route No. 41), with the Covenanter Church Road (\Vest Virginia Route No. 41/3), on the n01th side of Interstate Route No. 70, Libe1ty-Triadelphia District, Ohio County, West Virginia and being more particularly bounded and described as follows: Beginning at a point at the intersection of the northerly controlled access right of way line of Interstate Route No. 70 with the easterly right of way line of the Covenanter Church Road (West Virginia Route 41/3) and the northerly right of way line of the Dallas Pike Road (West Virginia Route 41), said beginning point being 77 feet distant, measured at right angles in a northerly direction from the Dallas Pike Road centerline station 52+44, as shown on Interstate Route No. 70 plan sheet No. 8, Federal Project No. I-70-I (14) 14, said plan being on tile in the oftice of the Department of Highways, at Charleston, West Virginia; thence from said beginning point and with the easterly right of \vay line of the Covenanter Church Road (West Virginia Route 41/3), as shown on relocated Route 41/3, plan sheet 5, West Virginia Project No. 6706, said plan being on tiled in said office of the Department of Highways, the following two (2) bearings and distances: N. 12° 29' 20" E. 137 and 28/100 feet to a point 90 feet distant, measured at right angles in an easterly direction from relocated Route 41/3 centerline station 2 + 33; thence N. 04° 33' 05" E. 295 and 22/100 feet to a point 40 feet distant, measured at right angles in an easterly direction from relocate Route 41/3 centerline station 5 + 0; thence with the northerly line of said project No. 6706, N. 86° 50' 23" W. 40 feet to a point in the centerline ofthe Covenanter Church Road (West Virginia Route 41 /3); thence with said centerline the following twenty-nine (29) bearings and distances: 1\'. 04° 12' 30" E. 113 and 99/l 00 feet to a point; thence N. 05° 1 5' E. 50 feet to n point; thence N. 12° 06' E. 50 feet to a point; thence N. 26° 20' E. 50 feet to a point; thence N. 38° 18' E. 50 feet to a point; thence N. 45° 03' E. 50 feet to a point; thence N. 49° 42' E. 50 feet to a point: thence N. 51 a 30' E. 50 feet to a point; thence N. 56° 11' E. 50 feet to a point; thence N. 58° 47' E. 50 feet to a point; thence N. 61° 35' E. 50 feet to a point; thence N. 62° 01, E. 50 feet to a point; thence N. 66° 25' E. 50 feet to a point; thence N. 71o 13' E. 50 feet to a point; thence N. 74 a 37' E. 50 feet to a point; thence N. 76° 01' E. 165 feet to a point; thence N. 70° 02' E. 50 feet to a point; thence N. 67° 00' E. 50 feet to a point; thence N. 63° 48' E. 175 feet to a point; thence N. 64° 42' E. 50 feet to a point; thence N. 67° 30' E. 50 feet to a point; thence N. 67° 07' E. 37 feet to a point; thence N. 69° 39' E. 65 and 191100 feet to a point; thence N. 75° 1 0' E. 56 and 091100 feet to a point; thence N. 77° 47' E. 54 and 04/1 00 feet to a point; thence N. 80° 46' E. 51 feet to a point; thence N. 86° 29' E. 45 and 64/100 feet to a point; thence S. 86° 20' E. 68 and 05/100 feet to a point; thence S. son 42' E. 215 and 82/100 feet to a point in the northerly controlled access right of way line of Interstate Route No. 70; thence leaving said Covenanter Church Road (West Virginia Route 41/3), and with said nmiherly controlled access right of way line, the fo!lo\ving three (3) bearings and distances: S. 47° 49' 1 0" W. 1108 and 831100 |
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feet to a point 186 feet radially left of Interstate Route No. 70 centerline station 542 + 00; thence S. 58° 28' 30" W. 675 and 59/100 feet to a point 225 feet radially left of Interstate Route 70 centerline station 53 5 + 00; thence S. 61 o 44' 20" '\V. 226 and 24/100 feet to the place of beginning, containing 18 and 29/100 acres, more or less, as compiled from survey and calculations made by Stegman & Schellhase, Inc., Civil Engineers and Surveyors, \Vheeling, West Virginia. Together with the right to use the sanitary sewer line leading from the above described lands over other lands owned by Suder, Inc., to the sanitary lagoons notih of Covenanter Church Road together with the right to use the roadway leading fi·om Covenanter Church Road, through other lands now owned by Suder, Inc., as described in said leases dated December 27, 1977. Also described as and including: The following tract of land situate at the intersection of the Dallas Pike Road (West Virginia Route No. 41 ), with the Covenanter Church Road (\Vest Virginia Route No. 41/3), on the north side of Interstate Route No. 70, Liberty-Triadelphia District (formerly Triadelphia District), Ohio County, West Virginia and being more particularly bounded and described as follows: Beginning at a point at the intersection of the northerly controlled access right of way line of Interstate Route No. 70 with the easterly right of way line of the Covenanter Church Road (West Virginia Route 41/3), and the northerly right of way line of the Dallas Pike Road (West Virginia Route 41 ), said beginning point being 77 feet distant, measured at right angles in a northerly direction from the Dallas Pike Road centerline station 52+ 44, as shown on Interstate Route No. 70 plan sheet No. 8, Federal Project No. I-70-1 ( 14) 14, said plan being on file in the ofnce of the Department of Highways, at Charleston, \Vest Virginia; thence from said beginning point and with the easterly right of way line of the Covenanter Church Road (West Virginia Route 41/3), as shown on relocated Route 4113, plan sheet 5, West Virginia Project No. 6706, said plan being on file in said office of the Department of Highways, the follmving two (2) bearing and distances: N. 12° 29'20" E. 137 and 281100 feet to a point 90 feet distant, measured at right angles in an easterly direction from relocated Route 41/3 centerline station 2+33; thence N. 04° 33' 05" E. 295 and 22/100 feet to a point 40 feet distant, measured at right angles in an easterly direction from relocated Route 41/3 centerline station 5+0; thence with the northerly line of said project No. 6706, N. 86° 50' 23" W. 40 feet to a point in the centerline of the Covenanter Church Road (West Virginia Route 41/3); thence with the centerline, the following twenty-nine (29) bearings and distances: N. 04° 12' 30" E. 113 and 991100 feet to a point; thence N. 05° 15 E. 50 feet lo a point; thence N. 12° 06' E. 50 feet to a point; thence N. 26° 20' E. 50 feet to a point; thence N. 38° 18' E. 50 feet to a point; thence N. 45° 03' E. 50 feet to a point; thence N. 49° 42' E. 50 feet to a point; thence N. 51 o 30' E. 50 feet to a point; thence N. 56° 11' E. 50 feet to a point; thence N. 58° 4T E. 50 feet to a point; thence N. 61° 35' E. 50 feet to a pointthence N. 62° 0 I' E. 50 feet to a point; thence N. 66° 25' E. 50 feet to a point; thence N. 7lo 13' E. 50 feet to a point; thence N. 74° 37' E. 50 feet to a point; thence N. 76° 01' E. 165 feet to a point; thence N. 70° 02'E, 50 feet to a point; thence N. 67° 00' E. 50 feet to a point; thence N. 63° 48' E. 175 feet to a point; thence N. 64° 42' E. 50 feet to a point; thence N. 67° 30' E. 50 feet to a point; thence N. 67° OT E. 37 feet to a point; thence N. fl9° 39' E. ()5 and 19/100 feet to a point; thence |
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N. 75° 1 0' E. 56 and 09/100 feet to a point; thence N. 77° 47' E. 54 and 041100 feet to a point; thence N. 80° 46' E. 51 feet to a point; thence N. 86° 29' E. 45 and 64/100 feet to a point; thence S. 86° 20' E. 68 and 05/1 00 feet to a point; thence S. 80° 42' E. 215 and 82/100 feet to a point in the northerly controlled access right of way line of Interstate Route No. 70; thence leaving said Covenanter Church Road (West Virginia Route 41/3), and with the northerly controlled access right ofway line, the following three (3) bearing and distances: S. 47° 49' 10" Vl. 1108 and 83/100 feet to a point 186 feet radially left of Interstate Route No. 70 centerline station 542 + 00; thence S. 58° 28' 30' \V. 675 and 59/100 feet to a point 225 feet radially left of Interstate Route 70 centerline station 535 + 00; thence S. 61o 44' 20" \V. 226 and 241100 feet to the place of beginning, containing eighteen and twenty-nine hundredths (1 8 and 29/1 00) acres, more or less, as compiled from survey and calculations made by Stegman & Schellhase, Inc., Civil Engineers and Surveyors, \\'heeling, \Vest Virginia. There is excepted and reserved from the said 18 and 29/100 acre tract of land so much of the coal underlying same together with such mining rights and privileges that have heretofore been excepted and/or conveyed. The said 18 and 29/100 acre tract being subject to the part of the right of way for the said Covenanter Church Road (West Virginia Route 41/3), that is included within the boundary lines of the said 18 and 29/100 acre tract. The said 18 and 291100 acre tract being subject to any and all conditions, exceptions, reservations, stipulations, rights of way, etc. as may be contained in fom1er deeds of conveyance. The said 18 and 29/100 acre tract being all of the land nmv or fom1crly owned by Suder Inc., lying east of the Dallas Pike Road between the Covenanter Church Road and the northerly controlled access right of way lines of Interstate Route No. 70. -1-The Windmill All that certain two (2) story concrete block structure with a one (1) story addition, and partial basement having a ground t1oor area of approximately 11,000 square feet and a gross floor area of approximately 25,500 square feet, currently being used as a Restaurant, Store, tv1otel and tire storage area, known as ''the Windmill." -2-The \Vindmill Jr. A II that certain two (2) story concrete block structure with a one (1) story addition, having a ground floor area of approximately I,800 square feet and a gross t1oor area of approximately 3,500 square feet, currently being used for Restaurant, Store and Office purposes and known as '"the Windmill Jr." -3-The Repair Garage |
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All that certain one (1) story reinforced concrete structure with a mezzanine, having a ground floor area of approximately 7,900 square feet and a gross floor area of approximately 9,1 00 square feet, currently being used as a truck Repair Garage and known as "the Repair Garage." -4-Fuel Station Canopy All that certain fuel station canopy measuring approximately 42' x 236' with I beam columns and supports, slight double pitched roof with I beam rafterscorrugated motel panel roofing, and 24 mercury vapor streetlights attached to structure, currently being used as a truck refueling station and known as "the Windmill Canopy." -5-Windmill Jr. Canopy All that certain fuel state canopy measuring approximately 24' x 80' with I beam columns and supports, slight double pitched roof with I beam rafters, corrugated metal panel roofing and six (6) mercury vapor street lights attached to structure, currently being used as a truck refueling state and known as "the \Vindmill Jr. Canopy.'' -6-0ther Plot Improvements All those certain other lot improvements, not specifically described above, including but not limited to the following: 1. 2. Approximately 481,000 square feet of bituminous paving; Surface fuel spill collection system with collection and separating tank; Storm sewer drainage system with catch basin and piping; Sanitary sewer system; Fuel storage tank prepared base and dyke; Approximately 700 lineal feet of metal ground rail; 2-elevated illuminated stop signs with steel columns and arms; Approximately 9,152 square feet of reinforced concrete fuel station pads; Reinforced concrete truck bumpers. 3. 4. 5. 6. 7. 8. 9. -7-Fuel Storage Tanks The steel fuel storage tanks each of 508,376 gallon capacity witb explosion proof pumphouse and metered pump, buried lines from pumphouse, OPW loading rack and arm, hosespipelines and tank |
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conections, surrounded by prepared bose and eight foot steel fence \.Vith steel gates. |
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XliltlJT A-36 TA Ft. Bridger I-80 Exit 30 Ft. Bridger, WY Parull: A pan:eJ of land situate in tho NW% of Section 4 and the NEY.. of-'Section 5, To\'VIlship IS North, RDnge 116 West oftha 6th P.M, Uinta County 7 Wyoming, according to an official plat of snid kmd filed in the District Lnnd Office, bounded nod descnvcd ns fo11ows: Commencing at the cOmer common to SectiotJS 32 and 33, Township 16 North, Range 116 West B.lld Sections 4 nnd. 5, Township 1 S North, Range 116 West, suid point being on tho north line of 1hat certain parcel of Jnnd deeded by Upl!lild Industries Corporntion to Earl K. Cook by deed dated August 12, 1976, U.I.C. Audit No. 21434; thence along the north line of said SectionS lllld nloug the north line of said deeded purccl N 50'57" W, 339.39 feet to the TRUE POINT OF BEGINNING; thence along the southwesterly line of said deed parcel S 23a09'38" E, 935.38 feet {N 23°0T W, 937.00 feet. more or less, F deed) lo the most southerly comer of snid deeded pat«l, S:Jid point olso being a point on the northwestaiy right-of-way lioo of Interstate Highway 1-80, ns snid right-ot:way iB dcscnoed in that certain Quitcluim Deed, recorded in Book 208, Pag<3 JOJ. Qfiicinl Rccoros of Uinm County, Wyoming; them:oiQTlg said northwesterly right-of-way line, S 83°35' W, 32.98 feel to a point on the east lino of said Section 5; thence continuing along said.oorthwestcrly right-ot:way line S 83°3S W, 16.10 feet; thence continuing along snid northwesterly rlght-of-wuy line S 54"46'45'' W, 642.0 feet; thence IC<tving said nortl1westerlyright-of-way lineN 0000'27" W, 1236.12 feel to a poinl oo the .north line of said Section 5;·thence along said north lineS 8 50'57" E, 205.40 feet to the TRUE POINt OF BEGINNING. Pan;el2: A parcel of land situate in lhe NWof Section 4 and in the NEof Section 5, Township IS North. Range 116 West of 1he 6th P.M., Uinta County, Wyoming. uccording to on official plat of said land filed in the District Land Office, bounded and described as follows: Commencing at the quorter comer common to said Sections 4 and 5; thence along lhc section line common to suid sections, N OgJ TOO" E, I 138.99 feet to a point on the northwesterly lim: of that certain parcel of land deeded by Uphmd Industries Corporolion to the Stato of Wyoming by deed dntcd April 11, 1977, U.tC. 0 A. No. 26101, {N 0"17'00" E. 1110.5 feet; per deed) said point also being '\point on the soutllellstcrJy right.of·way line ;f lnlerstEtle 1-lighwny 1·80 hs described in that certain:Quitclaim Deed recorded in Book 208, Page 303, Official Records of Uinta Cmmty; thence along the northwesterly line of said deeded parcel and uloog snid southeasterly right-of·way line N 78°59' E, 226.70 fi:et; thence cmrtinuing along said northellSterly line of said deeded pmcel and along said southeasterly right-of-way lineN 50°11'00" E, 62.64 feet 1o the TRUE POINT OF BEGINNING; thence leaving said southeasterly right-of.way line and continuing along tho eustc:rly line of said deeded parcel S 23°07'00" B, 118.00 feut; thence nlong the somheasterly fino of id deeded parcel S 66°53' W, 380.46 feet to the beginning of o purve concave southa stcrly having a radius of 894.93 feet; thcnca continuing nlong said southcqstcrly Hoc nnd nloog Silid cu.rvo tbraugh D ccntrnl angle of 32..38'00", 509.72 reet; thence Enst, 1007.53 feet; thence::, North 915.20 feet to a point on s:: id southeasterly right-of-way line of lntc:rstate llighwuy I-BO; thence 11Iong said southeasterly right-of-way lineS 5001 0'54.. W, 441.50 feet to the TRUE POINT OF BEGINNING-1 of2 |
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Exhibit A Legal Description (continued) Parcel3: A parcel of land situated in the NWof Section 4 and the NEof Section 5, Township 15 North, Rnnge 116 West of the 6th P.M.. Uinta County, Wyoming. more particularly described ns follows: Beginning ot the: norlhwest. C(Dl)er of said Section 4, tllence Easterly aloog th6 nor1h line of said Section 4.S sgo33'03" B, 2344.19 feet, more or less, to tho inten;ection orthc North line of said Section 4 with tho northerly right-of-way line of lnlerstntc Highw11y 1-80; thetJce Southwcsta-ly aloogsaid northerlyright-of-wuy fino, S 661153' W, 2006.8 feet, IT10I""e or Jess; thence continuing along said rigbl-i>f..WlJY lim: S 8.3"35' W, 472.92 feeC; thence N 23°07' W, 937.0 fc l11QI"C or less, lo the north tine of said Section 5; thence easterly nlong said north lino of Section 5,339.39 teet to the Point ofBeginning. 1 : ParccJ4: A p11rcel of land mtunted io the SEY-INEof SectionS, Township 15 North. Range 116 West of the 6th P.M., Uinta County, Wyoming, being more particularly described as foUows: _ Commencing at the EY4-Section comer of soid Section 5; running thence N 0"1 r E, along the east line of said Section S, 1106.2 feet; thence N 89°43' W, 171.8 feet to the POINT OF BEGINNING, said point of beginning being the point of lnten>ection of the southerly rigbt-of wny line of lntmrtnte Higbwoy 1-80 with the northerly rigbt-of-w11y line of Old U.S. Higbwuy 30S. and said point being marked by 3/4" steel T-B!lf drivm in the ground topped with a stec] identification cap inscnbed "RLS 641 "; running thence S 78°59' W, along said soulberly lntcrstnte right-of-wny line, 314 feet to u standm-d Wy. Highwily Department right-of-way marker inscnbed, "Sfaj424 + 00''; thence S 66a53 W, along snW southerly tnrormate right-of·way line, 599.43 feet to 11 point marked by a T-Bar as described nbavc; thence S 55"45' 544.25 feet to said northerly Highway US 30S right-of-way lim;snid point marked by o T-Bnr as cbcnbcd llbove; thence N 34°15' E, 727.86 feet to the POINT OF BEGTNNlNG. LESS AND EXCEPT from the above described parcels those lnnds conveyed to The Transportntion Commission of Wyoming in instrument recorded July 29, 1994 in Book 635, Page 349. ParcelS: AU oftlle SV1SWof Section 33, Township 16 North, Rmtgo 116 West of the 6th PM. Uinta County, Wyuming1 lying northwesterly of the northerly boundary of lntastatc Highway 80. 2 of2 |
EXHIBIT B
New Properties
TA Site No. |
|
Property Address |
346 |
|
28991 West Gonzaga Rd., Santa Nella, CA 95322. |
367 |
|
5915 Monee Rd., Monee, IL 60449. |
252 |
|
2775 US Hwy 75, Lebo (Beto Junction), KS 66856. |
153 |
|
1010 Beltway Parkway, Laredo, TX 78045. |
EXHIBIT C
Petro Properties
TA Site No. |
|
Property Address |
346 |
|
28991 West Gonzaga Rd., Santa Nella, CA 95322. |
367 |
|
5915 Monee Rd., Monee, IL 60449. |
EXHIBIT D
Trade Area Restriction Waivers
TA Site No. |
|
Property Address |
397 |
|
426 Alabama Highway 69 S, Hanceville, AL 35077. |
399 |
|
2842 SE Frontage Rd., Johnstown, CO 80534. |
377 |
|
10200 Old Federal Rd., Carnesville, GA 30521. |
376 |
|
1035 W. State Road 42, Brazil, IN 47834. |
244 |
|
5884 S. Wilbur Wright Rd., New Lisbon, IN 47366. |
250 |
|
1441 W. US Hwy 20, Porter, IN 46304. |
382 |
|
4230 W. Highway 24, Remington, IN 47977. |
243 |
|
15587 M-60, Tekonsha, MI 49092. |
385 |
|
14150 Hwy 418 SW, Deming, NM 88030. |
251 |
|
1670 U.S. Hwy 601 North, Mocksville, NC 27028. |
378 |
|
98 Grove St., DuPont, PA 18641. |
253 |
|
849 Victory Hwy. West, West Greenwich, RI 02817. |
255 |
|
289 Howard Baker Hwy, Pioneer, TN 37847. |
340 |
|
101 Cornelius Road North, Hillsboro, TX 76645. |
394 |
|
110 Interstate 35 Frontage Rd., Pearsall, TX 78061. |
EXHIBIT 10.5
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this Agreement) is made and given as of June 9, 2015 by TravelCenters of America LLC and TravelCenters of America Holding Company LLC, each a Delaware limited liability company (each a Guarantor and collectively, the Guarantors), for the benefit of HPT TA Properties Trust, a Maryland real estate investment trust, and HPT TA Properties LLC, a Maryland limited liability company (together with each of their successors and assigns, collectively, the Landlord).
WITNESSETH:
WHEREAS, pursuant to that certain Amended and Restated Lease Agreement No. 1 dated as of the date hereof (the Lease), the Landlord has agreed to lease to TA Operating LLC, an affiliate of the Guarantors (the Tenant), and the Tenant has agreed to lease from the Landlord, certain real property, together with certain related improvements and other property, as more particularly described in the Lease; and
WHEREAS, it is a condition precedent to the Landlords entering into the Lease that the Guarantors guarantee all of the payment and performance obligations of the Tenant with respect to the Lease; and
WHEREAS, the transactions contemplated by the Lease are of direct material benefit to the Guarantors;
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, the Guarantors hereby agree as follows:
1. CERTAIN TERMS. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Lease.
2. GUARANTEED OBLIGATIONS. For purposes of this Agreement, the term Guaranteed Obligations shall mean the payment and performance of each and every obligation of the Tenant to the Landlord under the Lease or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.
3. REPRESENTATIONS AND COVENANTS. Each Guarantor, jointly and severally, represents, warrants, covenants, and agrees that:
3.1 INCORPORATION OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Tenant and its Affiliated Persons set forth in the Lease are true and correct on and as of the date hereof in all material respects.
3.2 PERFORMANCE OF COVENANTS AND AGREEMENTS. Each Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Lease.
3.3 VALIDITY OF AGREEMENT. Each Guarantor has duly and validly executed and delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Agreement have been duly authorized by all requisite action of such Guarantor and such execution, delivery and performance by such Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of such Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.
3.4 PAYMENT OF EXPENSES. Each Guarantor agrees, as principal obligor and not as guarantor only, to pay to the Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys fees and disbursements) incurred or expended by the Landlord in connection with the enforcement of this Agreement, together with interest on amounts recoverable under this Agreement from the time such amounts become due until payment at the Overdue Rate. The Guarantors covenants and agreements set forth in this SECTION 3.4 shall survive the termination of this Agreement.
3.5 NOTICES. Each Guarantor shall promptly give notice to the Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.
3.6 REPORTS. Each Guarantor shall promptly provide to the Landlord each of the financial reports, certificates and other documents required of it under the Lease.
3.7 BOOKS AND RECORDS. Each Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Each Guarantor shall permit access by the Landlord and its agents to the books and records maintained by such Guarantor during normal business hours and upon reasonable notice.
3.8 TAXES, ETC. Each Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon such Guarantor or the income of such Guarantor or upon any of the property, real, personal or mixed, of such Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien
or charge upon any property and result in a material adverse change in the financial condition of such Guarantor; PROVIDED, HOWEVER, that such Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if such Guarantor shall have set aside on its books such reserves of such Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.
3.9 LEGAL EXISTENCE OF GUARANTORS. Each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.
3.10 COMPLIANCE. Each Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).
3.11 INSURANCE. Each Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by such Guarantor.
3.12 FINANCIAL STATEMENTS, ETC. The financial statements previously delivered to the Landlord by each Guarantor, if any, fairly present the financial condition of such Guarantor in accordance with generally accepted accounting principles consistently applied and there has been no material adverse change from the date thereof through the date hereof.
3.13 NO CHANGE IN CONTROL. No Guarantor shall permit the occurrence of any direct or indirect Change in Control of the Tenant or of such Guarantor.
4. GUARANTEE. Each Guarantor jointly and severally hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to the Lease, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Lease. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Guarantors shall, within five (5) Business Days after receipt of notice from the Landlord, pay or cause to be paid to the Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Lease) or perform or cause to be performed such obligations in accordance with the Lease.
5. UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Lease), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from the Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of the Lease or any limitation on the liability of the Tenant thereunder not contemplated by the Lease or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force and effect and shall be binding upon each Guarantor to the same extent as if each such Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.
6. ADDITIONAL GUARANTEES. This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.
7. CONSENTS AND WAIVERS, ETC. Each Guarantor hereby acknowledges receipt of a correct and complete copy of the Lease, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Lease, (d) notice of the terms, time and place of any private or public sale of collateral (if any) held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against the Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Lease, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Agreement, or the Lease or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Lease).
8. NO IMPAIRMENT, ETC. The obligations, covenants, agreements and duties of each Guarantor under this Agreement shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to such Guarantor, or any waiver by the Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by the Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Lease or any indulgence in or the extension of the time for payment by the Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Lease or any other instrument or agreement relating to
the Guaranteed Obligations or of the time for performance by the Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by the Landlord or any other holder of such Guaranteed Obligations to the Tenant, such Guarantors obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all the assets of the Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting the Tenant or any other guarantor or any assets of the Tenant or any such other guarantor, or the release or discharge of the Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.
9. REIMBURSEMENT, SUBROGATION, ETC. Each Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against the Tenant (or any other person against whom the Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Lease, and until all indebtedness of the Tenant to the Landlord shall have been paid in full, no Guarantor shall have any right of subrogation, and each Guarantor waives any defense it may have based upon any election of remedies by the Landlord which destroys its subrogation rights or its rights to proceed against the Tenant for reimbursement, including, without limitation, any loss of rights such Guarantor may suffer by reason of any rights, powers or remedies of the Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to the Landlord. Until all obligations of the Tenant pursuant to the Lease shall have been paid and satisfied in full, each Guarantor further waives any right to enforce any remedy which the Landlord now has or may in the future have against the Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by the Landlord.
10. DEFEASANCE. This Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantors to the Landlord under this Agreement have been satisfied in full; PROVIDED, HOWEVER, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.
11. NOTICES.
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written
acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to the Landlord to the Landlord:
c/o Hospitality Properties Trust
255 Washington Street
Newton, Massachusetts 02458
Attn: President
Telecopier No. (617) 969-5730
if to any Guarantor to such Guarantor:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: President
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
12. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including, without limitation, the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Guarantors which are contained in this Agreement shall inure to the benefit of the Landlords successors and assigns, including, without limitation, said holders, whether so expressed or not.
13. APPLICABLE LAW. Except as to matters regarding the internal affairs of the Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of the Landlord for obligations of the Landlord, as to which the laws of the State of
Maryland shall govern, this Agreement, the Lease and any other instruments executed and delivered to evidence, complete or perfect the transactions contemplated hereby and thereby shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where any such instrument is executed or delivered; or (ii) where any payment or other performance required by any such instrument is made or required to be made; or (iii) where any breach of any provision of any such instrument occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
14. ARBITRATION. The Landlord, on the one hand, or the Guarantors, on the other hand, may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000. Any such dispute shall be conducted in Boston, Massachusetts and be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on all of the parties.
In the event that any such dispute is submitted to arbitration hereunder, the Landlord, on the one hand, and the Guarantors, on the other hand, shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Landlord or the Guarantors shall fail to appoint an arbitrator as aforesaid for a period of twenty (20) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Landlord and the Guarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.
The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to Landlord and one to the Guarantors. A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.
The Landlord and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Managers Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.
15. MODIFICATION OF AGREEMENT. No modification or waiver of any provision of this Agreement, nor any consent to any departure by any of the Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by the Landlord, and such modification, waiver or consent shall be effective only in the specific instances and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. This Agreement may not be amended except by an instrument in writing executed by or on behalf of the party against whom enforcement of such amendment is sought.
16. WAIVER OF RIGHTS BY THE LANDLORD. Neither any failure nor any delay on the Landlords part in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.
17. SEVERABILITY. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law.
18. ENTIRE CONTRACT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.
19. HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
20. REMEDIES CUMULATIVE. No remedy herein conferred upon the Landlord is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
21. NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, THE NAME HPT TA PROPERTIES TRUST REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
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.
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WITNESS the execution hereof under seal as of the date above first written.
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Executive Vice President |
[Signature Page to Guaranty of Lease No. 1]
EXHIBIT 10.6
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this Agreement) is made and given as of June 9, 2015 by TravelCenters of America LLC and TravelCenters of America Holding Company LLC, each a Delaware limited liability company (each a Guarantor and collectively, the Guarantors), for the benefit of HPT TA Properties Trust, a Maryland real estate investment trust, and HPT TA Properties LLC, a Maryland limited liability company (together with each of their successors and assigns, collectively, the Landlord).
WITNESSETH:
WHEREAS, pursuant to that certain Amended and Restated Lease Agreement No. 2 dated as of the date hereof (the Lease), the Landlord has agreed to lease to TA Operating LLC, an affiliate of the Guarantors (the Tenant), and the Tenant has agreed to lease from the Landlord, certain real property, together with certain related improvements and other property, as more particularly described in the Lease; and
WHEREAS, it is a condition precedent to the Landlords entering into the Lease that the Guarantors guarantee all of the payment and performance obligations of the Tenant with respect to the Lease; and
WHEREAS, the transactions contemplated by the Lease are of direct material benefit to the Guarantors;
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, the Guarantors hereby agree as follows:
1. CERTAIN TERMS. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Lease.
2. GUARANTEED OBLIGATIONS. For purposes of this Agreement, the term Guaranteed Obligations shall mean the payment and performance of each and every obligation of the Tenant to the Landlord under the Lease or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.
3. REPRESENTATIONS AND COVENANTS. Each Guarantor, jointly and severally, represents, warrants, covenants, and agrees that:
3.1 INCORPORATION OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Tenant and its Affiliated Persons set forth in the Lease are true and correct on and as of the date hereof in all material respects.
3.2 PERFORMANCE OF COVENANTS AND AGREEMENTS. Each Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Lease.
3.3 VALIDITY OF AGREEMENT. Each Guarantor has duly and validly executed and delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Agreement have been duly authorized by all requisite action of such Guarantor and such execution, delivery and performance by such Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of such Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.
3.4 PAYMENT OF EXPENSES. Each Guarantor agrees, as principal obligor and not as guarantor only, to pay to the Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys fees and disbursements) incurred or expended by the Landlord in connection with the enforcement of this Agreement, together with interest on amounts recoverable under this Agreement from the time such amounts become due until payment at the Overdue Rate. The Guarantors covenants and agreements set forth in this SECTION 3.4 shall survive the termination of this Agreement.
3.5 NOTICES. Each Guarantor shall promptly give notice to the Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.
3.6 REPORTS. Each Guarantor shall promptly provide to the Landlord each of the financial reports, certificates and other documents required of it under the Lease.
3.7 BOOKS AND RECORDS. Each Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Each Guarantor shall permit access by the Landlord and its agents to the books and records maintained by such Guarantor during normal business hours and upon reasonable notice.
3.8 TAXES, ETC. Each Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon such Guarantor or the income of such Guarantor or upon any of the property, real, personal or mixed, of such Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien
or charge upon any property and result in a material adverse change in the financial condition of such Guarantor; PROVIDED, HOWEVER, that such Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if such Guarantor shall have set aside on its books such reserves of such Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.
3.9 LEGAL EXISTENCE OF GUARANTORS. Each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.
3.10 COMPLIANCE. Each Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).
3.11 INSURANCE. Each Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by such Guarantor.
3.12 FINANCIAL STATEMENTS, ETC. The financial statements previously delivered to the Landlord by each Guarantor, if any, fairly present the financial condition of such Guarantor in accordance with generally accepted accounting principles consistently applied and there has been no material adverse change from the date thereof through the date hereof.
3.13 NO CHANGE IN CONTROL. No Guarantor shall permit the occurrence of any direct or indirect Change in Control of the Tenant or of such Guarantor.
4. GUARANTEE. Each Guarantor jointly and severally hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to the Lease, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Lease. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Guarantors shall, within five (5) Business Days after receipt of notice from the Landlord, pay or cause to be paid to the Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Lease) or perform or cause to be performed such obligations in accordance with the Lease.
5. UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Lease), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from the Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of the Lease or any limitation on the liability of the Tenant thereunder not contemplated by the Lease or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force and effect and shall be binding upon each Guarantor to the same extent as if each such Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.
6. ADDITIONAL GUARANTEES. This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.
7. CONSENTS AND WAIVERS, ETC. Each Guarantor hereby acknowledges receipt of a correct and complete copy of the Lease, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Lease, (d) notice of the terms, time and place of any private or public sale of collateral (if any) held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against the Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Lease, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Agreement, or the Lease or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Lease).
8. NO IMPAIRMENT, ETC. The obligations, covenants, agreements and duties of each Guarantor under this Agreement shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to such Guarantor, or any waiver by the Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by the Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Lease or any indulgence in or the extension of the time for payment by the Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Lease or any other instrument or agreement relating to
the Guaranteed Obligations or of the time for performance by the Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by the Landlord or any other holder of such Guaranteed Obligations to the Tenant, such Guarantors obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all the assets of the Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting the Tenant or any other guarantor or any assets of the Tenant or any such other guarantor, or the release or discharge of the Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.
9. REIMBURSEMENT, SUBROGATION, ETC. Each Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against the Tenant (or any other person against whom the Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Lease, and until all indebtedness of the Tenant to the Landlord shall have been paid in full, no Guarantor shall have any right of subrogation, and each Guarantor waives any defense it may have based upon any election of remedies by the Landlord which destroys its subrogation rights or its rights to proceed against the Tenant for reimbursement, including, without limitation, any loss of rights such Guarantor may suffer by reason of any rights, powers or remedies of the Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to the Landlord. Until all obligations of the Tenant pursuant to the Lease shall have been paid and satisfied in full, each Guarantor further waives any right to enforce any remedy which the Landlord now has or may in the future have against the Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by the Landlord.
10. DEFEASANCE. This Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantors to the Landlord under this Agreement have been satisfied in full; PROVIDED, HOWEVER, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.
11. NOTICES.
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written
acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to the Landlord to the Landlord:
c/o Hospitality Properties Trust
255 Washington Street
Newton, Massachusetts 02458
Attn: President
Telecopier No. (617) 969-5730
if to any Guarantor to such Guarantor:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: President
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
12. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including, without limitation, the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Guarantors which are contained in this Agreement shall inure to the benefit of the Landlords successors and assigns, including, without limitation, said holders, whether so expressed or not.
13. APPLICABLE LAW. Except as to matters regarding the internal affairs of the Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of the Landlord for obligations of the Landlord, as to which the laws of the State of
Maryland shall govern, this Agreement, the Lease and any other instruments executed and delivered to evidence, complete or perfect the transactions contemplated hereby and thereby shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where any such instrument is executed or delivered; or (ii) where any payment or other performance required by any such instrument is made or required to be made; or (iii) where any breach of any provision of any such instrument occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
14. ARBITRATION. The Landlord, on the one hand, or the Guarantors, on the other hand, may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000. Any such dispute shall be conducted in Boston, Massachusetts and be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on all of the parties.
In the event that any such dispute is submitted to arbitration hereunder, the Landlord, on the one hand, and the Guarantors, on the other hand, shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Landlord or the Guarantors shall fail to appoint an arbitrator as aforesaid for a period of twenty (20) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Landlord and the Guarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.
The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to Landlord and one to the Guarantors. A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.
The Landlord and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Managers Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.
15. MODIFICATION OF AGREEMENT. No modification or waiver of any provision of this Agreement, nor any consent to any departure by any of the Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by the Landlord, and such modification, waiver or consent shall be effective only in the specific instances and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. This Agreement may not be amended except by an instrument in writing executed by or on behalf of the party against whom enforcement of such amendment is sought.
16. WAIVER OF RIGHTS BY THE LANDLORD. Neither any failure nor any delay on the Landlords part in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.
17. SEVERABILITY. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law.
18. ENTIRE CONTRACT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.
19. HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
20. REMEDIES CUMULATIVE. No remedy herein conferred upon the Landlord is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
21. NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, THE NAME HPT TA PROPERTIES TRUST REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
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.
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WITNESS the execution hereof under seal as of the date above first written.
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TRAVELCENTERS OF AMERICA LLC |
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/s/ Mark R. Young |
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Mark R. Young |
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Title: |
Executive Vice President |
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TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC |
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/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President |
[Signature Page to Guaranty of Lease No. 2]
EXHIBIT 10.7
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this Agreement) is made and given as of June 9, 2015 by TravelCenters of America LLC and TravelCenters of America Holding Company LLC, each a Delaware limited liability company (each a Guarantor and collectively, the Guarantors), for the benefit of HPT TA Properties Trust, a Maryland real estate investment trust, and HPT TA Properties LLC, a Maryland limited liability company (together with each of their successors and assigns, collectively, the Landlord).
WITNESSETH:
WHEREAS, pursuant to that certain Amended and Restated Lease Agreement No. 3 dated as of the date hereof (the Lease), the Landlord has agreed to lease to TA Operating LLC, an affiliate of the Guarantors (the Tenant), and the Tenant has agreed to lease from the Landlord, certain real property, together with certain related improvements and other property, as more particularly described in the Lease; and
WHEREAS, it is a condition precedent to the Landlords entering into the Lease that the Guarantors guarantee all of the payment and performance obligations of the Tenant with respect to the Lease; and
WHEREAS, the transactions contemplated by the Lease are of direct material benefit to the Guarantors;
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, the Guarantors hereby agree as follows:
1. CERTAIN TERMS. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Lease.
2. GUARANTEED OBLIGATIONS. For purposes of this Agreement, the term Guaranteed Obligations shall mean the payment and performance of each and every obligation of the Tenant to the Landlord under the Lease or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.
3. REPRESENTATIONS AND COVENANTS. Each Guarantor, jointly and severally, represents, warrants, covenants, and agrees that:
3.1 INCORPORATION OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Tenant and its Affiliated Persons set forth in the Lease are true and correct on and as of the date hereof in all material respects.
3.2 PERFORMANCE OF COVENANTS AND AGREEMENTS. Each Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Lease.
3.3 VALIDITY OF AGREEMENT. Each Guarantor has duly and validly executed and delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Agreement have been duly authorized by all requisite action of such Guarantor and such execution, delivery and performance by such Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of such Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.
3.4 PAYMENT OF EXPENSES. Each Guarantor agrees, as principal obligor and not as guarantor only, to pay to the Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys fees and disbursements) incurred or expended by the Landlord in connection with the enforcement of this Agreement, together with interest on amounts recoverable under this Agreement from the time such amounts become due until payment at the Overdue Rate. The Guarantors covenants and agreements set forth in this SECTION 3.4 shall survive the termination of this Agreement.
3.5 NOTICES. Each Guarantor shall promptly give notice to the Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.
3.6 REPORTS. Each Guarantor shall promptly provide to the Landlord each of the financial reports, certificates and other documents required of it under the Lease.
3.7 BOOKS AND RECORDS. Each Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Each Guarantor shall permit access by the Landlord and its agents to the books and records maintained by such Guarantor during normal business hours and upon reasonable notice.
3.8 TAXES, ETC. Each Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon such Guarantor or the income of such Guarantor or upon any of the property, real, personal or mixed, of such Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien
or charge upon any property and result in a material adverse change in the financial condition of such Guarantor; PROVIDED, HOWEVER, that such Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if such Guarantor shall have set aside on its books such reserves of such Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.
3.9 LEGAL EXISTENCE OF GUARANTORS. Each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.
3.10 COMPLIANCE. Each Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).
3.11 INSURANCE. Each Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by such Guarantor.
3.12 FINANCIAL STATEMENTS, ETC. The financial statements previously delivered to the Landlord by each Guarantor, if any, fairly present the financial condition of such Guarantor in accordance with generally accepted accounting principles consistently applied and there has been no material adverse change from the date thereof through the date hereof.
3.13 NO CHANGE IN CONTROL. No Guarantor shall permit the occurrence of any direct or indirect Change in Control of the Tenant or of such Guarantor.
4. GUARANTEE. Each Guarantor jointly and severally hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to the Lease, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Lease. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Guarantors shall, within five (5) Business Days after receipt of notice from the Landlord, pay or cause to be paid to the Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Lease) or perform or cause to be performed such obligations in accordance with the Lease.
5. UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Lease), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from the Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of the Lease or any limitation on the liability of the Tenant thereunder not contemplated by the Lease or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force and effect and shall be binding upon each Guarantor to the same extent as if each such Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.
6. ADDITIONAL GUARANTEES. This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.
7. CONSENTS AND WAIVERS, ETC. Each Guarantor hereby acknowledges receipt of a correct and complete copy of the Lease, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Lease, (d) notice of the terms, time and place of any private or public sale of collateral (if any) held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against the Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Lease, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Agreement, or the Lease or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Lease).
8. NO IMPAIRMENT, ETC. The obligations, covenants, agreements and duties of each Guarantor under this Agreement shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to such Guarantor, or any waiver by the Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by the Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Lease or any indulgence in or the extension of the time for payment by the Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Lease or any other instrument or agreement relating to
the Guaranteed Obligations or of the time for performance by the Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by the Landlord or any other holder of such Guaranteed Obligations to the Tenant, such Guarantors obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all the assets of the Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting the Tenant or any other guarantor or any assets of the Tenant or any such other guarantor, or the release or discharge of the Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.
9. REIMBURSEMENT, SUBROGATION, ETC. Each Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against the Tenant (or any other person against whom the Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Lease, and until all indebtedness of the Tenant to the Landlord shall have been paid in full, no Guarantor shall have any right of subrogation, and each Guarantor waives any defense it may have based upon any election of remedies by the Landlord which destroys its subrogation rights or its rights to proceed against the Tenant for reimbursement, including, without limitation, any loss of rights such Guarantor may suffer by reason of any rights, powers or remedies of the Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to the Landlord. Until all obligations of the Tenant pursuant to the Lease shall have been paid and satisfied in full, each Guarantor further waives any right to enforce any remedy which the Landlord now has or may in the future have against the Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by the Landlord.
10. DEFEASANCE. This Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantors to the Landlord under this Agreement have been satisfied in full; PROVIDED, HOWEVER, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.
11. NOTICES.
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written
acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to the Landlord to the Landlord:
c/o Hospitality Properties Trust
255 Washington Street
Newton, Massachusetts 02458
Attn: President
Telecopier No. (617) 969-5730
if to any Guarantor to such Guarantor:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: President
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
12. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including, without limitation, the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Guarantors which are contained in this Agreement shall inure to the benefit of the Landlords successors and assigns, including, without limitation, said holders, whether so expressed or not.
13. APPLICABLE LAW. Except as to matters regarding the internal affairs of the Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of the Landlord for obligations of the Landlord, as to which the laws of the State of
Maryland shall govern, this Agreement, the Lease and any other instruments executed and delivered to evidence, complete or perfect the transactions contemplated hereby and thereby shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where any such instrument is executed or delivered; or (ii) where any payment or other performance required by any such instrument is made or required to be made; or (iii) where any breach of any provision of any such instrument occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
14. ARBITRATION. The Landlord, on the one hand, or the Guarantors, on the other hand, may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000. Any such dispute shall be conducted in Boston, Massachusetts and be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on all of the parties.
In the event that any such dispute is submitted to arbitration hereunder, the Landlord, on the one hand, and the Guarantors, on the other hand, shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Landlord or the Guarantors shall fail to appoint an arbitrator as aforesaid for a period of twenty (20) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Landlord and the Guarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.
The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to Landlord and one to the Guarantors. A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.
The Landlord and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Managers Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.
15. MODIFICATION OF AGREEMENT. No modification or waiver of any provision of this Agreement, nor any consent to any departure by any of the Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by the Landlord, and such modification, waiver or consent shall be effective only in the specific instances and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. This Agreement may not be amended except by an instrument in writing executed by or on behalf of the party against whom enforcement of such amendment is sought.
16. WAIVER OF RIGHTS BY THE LANDLORD. Neither any failure nor any delay on the Landlords part in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.
17. SEVERABILITY. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law.
18. ENTIRE CONTRACT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.
19. HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
20. REMEDIES CUMULATIVE. No remedy herein conferred upon the Landlord is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
21. NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, THE NAME HPT TA PROPERTIES TRUST REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
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.
[Remainder of page intentionally left blank.]
WITNESS the execution hereof under seal as of the date above first written.
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TRAVELCENTERS OF AMERICA LLC |
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Mark R. Young |
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Executive Vice President |
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TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC |
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/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President |
[Signature Page to Guaranty of Lease No. 3]
EXHIBIT 10.8
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this Agreement) is made and given as of June 9, 2015 by TravelCenters of America LLC and TravelCenters of America Holding Company LLC, each a Delaware limited liability company (each a Guarantor and collectively, the Guarantors), for the benefit of HPT TA Properties Trust, a Maryland real estate investment trust, and HPT TA Properties LLC, a Maryland limited liability company (together with each of their successors and assigns, collectively, the Landlord).
WITNESSETH:
WHEREAS, pursuant to that certain Amended and Restated Lease Agreement No. 4 dated as of the date hereof (the Lease), the Landlord has agreed to lease to TA Operating LLC, an affiliate of the Guarantors (the Tenant), and the Tenant has agreed to lease from the Landlord, certain real property, together with certain related improvements and other property, as more particularly described in the Lease; and
WHEREAS, it is a condition precedent to the Landlords entering into the Lease that the Guarantors guarantee all of the payment and performance obligations of the Tenant with respect to the Lease; and
WHEREAS, the transactions contemplated by the Lease are of direct material benefit to the Guarantors;
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, the Guarantors hereby agree as follows:
1. CERTAIN TERMS. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Lease.
2. GUARANTEED OBLIGATIONS. For purposes of this Agreement, the term Guaranteed Obligations shall mean the payment and performance of each and every obligation of the Tenant to the Landlord under the Lease or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.
3. REPRESENTATIONS AND COVENANTS. Each Guarantor, jointly and severally, represents, warrants, covenants, and agrees that:
3.1 INCORPORATION OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Tenant and its Affiliated Persons set forth in the Lease are true and correct on and as of the date hereof in all material respects.
3.2 PERFORMANCE OF COVENANTS AND AGREEMENTS. Each Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Lease.
3.3 VALIDITY OF AGREEMENT. Each Guarantor has duly and validly executed and delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Agreement have been duly authorized by all requisite action of such Guarantor and such execution, delivery and performance by such Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of such Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.
3.4 PAYMENT OF EXPENSES. Each Guarantor agrees, as principal obligor and not as guarantor only, to pay to the Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys fees and disbursements) incurred or expended by the Landlord in connection with the enforcement of this Agreement, together with interest on amounts recoverable under this Agreement from the time such amounts become due until payment at the Overdue Rate. The Guarantors covenants and agreements set forth in this SECTION 3.4 shall survive the termination of this Agreement.
3.5 NOTICES. Each Guarantor shall promptly give notice to the Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.
3.6 REPORTS. Each Guarantor shall promptly provide to the Landlord each of the financial reports, certificates and other documents required of it under the Lease.
3.7 BOOKS AND RECORDS. Each Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Each Guarantor shall permit access by the Landlord and its agents to the books and records maintained by such Guarantor during normal business hours and upon reasonable notice.
3.8 TAXES, ETC. Each Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon such Guarantor or the income of such Guarantor or upon any of the property, real, personal or mixed, of such Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien
or charge upon any property and result in a material adverse change in the financial condition of such Guarantor; PROVIDED, HOWEVER, that such Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if such Guarantor shall have set aside on its books such reserves of such Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.
3.9 LEGAL EXISTENCE OF GUARANTORS. Each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.
3.10 COMPLIANCE. Each Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).
3.11 INSURANCE. Each Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by such Guarantor.
3.12 FINANCIAL STATEMENTS, ETC. The financial statements previously delivered to the Landlord by each Guarantor, if any, fairly present the financial condition of such Guarantor in accordance with generally accepted accounting principles consistently applied and there has been no material adverse change from the date thereof through the date hereof.
3.13 NO CHANGE IN CONTROL. No Guarantor shall permit the occurrence of any direct or indirect Change in Control of the Tenant or of such Guarantor.
4. GUARANTEE. Each Guarantor jointly and severally hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to the Lease, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Lease. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Guarantors shall, within five (5) Business Days after receipt of notice from the Landlord, pay or cause to be paid to the Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Lease) or perform or cause to be performed such obligations in accordance with the Lease.
5. UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Lease), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from the Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of the Lease or any limitation on the liability of the Tenant thereunder not contemplated by the Lease or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force and effect and shall be binding upon each Guarantor to the same extent as if each such Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.
6. ADDITIONAL GUARANTEES. This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.
7. CONSENTS AND WAIVERS, ETC. Each Guarantor hereby acknowledges receipt of a correct and complete copy of the Lease, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Lease, (d) notice of the terms, time and place of any private or public sale of collateral (if any) held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against the Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Lease, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Agreement, or the Lease or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Lease).
8. NO IMPAIRMENT, ETC. The obligations, covenants, agreements and duties of each Guarantor under this Agreement shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to such Guarantor, or any waiver by the Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by the Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Lease or any indulgence in or the extension of the time for payment by the Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Lease or any other instrument or agreement relating to
the Guaranteed Obligations or of the time for performance by the Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by the Landlord or any other holder of such Guaranteed Obligations to the Tenant, such Guarantors obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all the assets of the Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting the Tenant or any other guarantor or any assets of the Tenant or any such other guarantor, or the release or discharge of the Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.
9. REIMBURSEMENT, SUBROGATION, ETC. Each Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against the Tenant (or any other person against whom the Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Lease, and until all indebtedness of the Tenant to the Landlord shall have been paid in full, no Guarantor shall have any right of subrogation, and each Guarantor waives any defense it may have based upon any election of remedies by the Landlord which destroys its subrogation rights or its rights to proceed against the Tenant for reimbursement, including, without limitation, any loss of rights such Guarantor may suffer by reason of any rights, powers or remedies of the Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to the Landlord. Until all obligations of the Tenant pursuant to the Lease shall have been paid and satisfied in full, each Guarantor further waives any right to enforce any remedy which the Landlord now has or may in the future have against the Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by the Landlord.
10. DEFEASANCE. This Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantors to the Landlord under this Agreement have been satisfied in full; PROVIDED, HOWEVER, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.
11. NOTICES.
(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written
acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.
(c) All such notices shall be addressed,
if to the Landlord to the Landlord:
c/o Hospitality Properties Trust
255 Washington Street
Newton, Massachusetts 02458
Attn: President
Telecopier No. (617) 969-5730
if to any Guarantor to such Guarantor:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn: President
Telecopier No. (440) 808-3301
(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.
12. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including, without limitation, the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Guarantors which are contained in this Agreement shall inure to the benefit of the Landlords successors and assigns, including, without limitation, said holders, whether so expressed or not.
13. APPLICABLE LAW. Except as to matters regarding the internal affairs of the Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of the Landlord for obligations of the Landlord, as to which the laws of the State of
Maryland shall govern, this Agreement, the Lease and any other instruments executed and delivered to evidence, complete or perfect the transactions contemplated hereby and thereby shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where any such instrument is executed or delivered; or (ii) where any payment or other performance required by any such instrument is made or required to be made; or (iii) where any breach of any provision of any such instrument occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.
14. ARBITRATION. The Landlord, on the one hand, or the Guarantors, on the other hand, may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000. Any such dispute shall be conducted in Boston, Massachusetts and be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on all of the parties.
In the event that any such dispute is submitted to arbitration hereunder, the Landlord, on the one hand, and the Guarantors, on the other hand, shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Landlord or the Guarantors shall fail to appoint an arbitrator as aforesaid for a period of twenty (20) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Landlord and the Guarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.
The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to Landlord and one to the Guarantors. A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.
The Landlord and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Managers Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.
15. MODIFICATION OF AGREEMENT. No modification or waiver of any provision of this Agreement, nor any consent to any departure by any of the Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by the Landlord, and such modification, waiver or consent shall be effective only in the specific instances and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. This Agreement may not be amended except by an instrument in writing executed by or on behalf of the party against whom enforcement of such amendment is sought.
16. WAIVER OF RIGHTS BY THE LANDLORD. Neither any failure nor any delay on the Landlords part in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.
17. SEVERABILITY. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law.
18. ENTIRE CONTRACT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.
19. HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
20. REMEDIES CUMULATIVE. No remedy herein conferred upon the Landlord is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
21. NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE DECLARATION), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, THE NAME HPT TA PROPERTIES TRUST REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
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.
[Remainder of page intentionally left blank.]
WITNESS the execution hereof under seal as of the date above first written.
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TRAVELCENTERS OF AMERICA LLC |
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By: |
/s/ Mark R. Young |
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Name: |
Mark R. Young |
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Title: |
Executive Vice President |
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TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC |
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By: |
/s/ Mark R. Young |
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Name: |
Mark R. Young |
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Title: |
Executive Vice President |
[Signature Page to Guaranty of Lease No. 4]
EXHIBIT 10.9
AMENDMENT TO LEASE AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT (this Amendment ) is entered into as of June 9, 2015, by and among HPT PSC PROPERTIES TRUST , a Maryland real estate investment trust, and HPT PSC PROPERTIES LLC , a Maryland limited liability company (collectively, Landlord ), and TA OPERATING LLC , a Delaware limited liability company ( Tenant ).
W I T N E S S E T H :
WHEREAS, Landlord and Tenant (as successor by merger with Petro Stopping Centers, L.P.) are parties to that certain Lease Agreement, dated as of May 30, 2007, as amended (as so amended, the Lease ); and
WHEREAS , Landlord and Tenant wish to make certain amendments and modifications to 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 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. Definitions Generally . The Lease is hereby amended as follows: the defined term Base Fuel Gross Revenues (and all references to that term in the Lease) shall be replaced with Base Gross Revenues, the defined term Excess Non-Fuel Gross Revenues (and all references to that term in the Lease) shall be replaced with Excess Gross Revenues, and the defined terms Base Non-Fuel Gross Revenues, Excess Fuel Gross Revenues, Fuel Sales Cap and Gross Fuel Revenues shall all be deleted. As used herein and in the Lease: the term Base Gross Revenues shall mean, with respect to any Property, the amount of Gross Revenues for such Property for the Base Year; and the term Excess Gross Revenues shall mean, with respect to any Property, with respect to any Lease Year, or portion thereof, the amount of Gross Revenues for such Property for such Lease Year, or portion thereof, in excess of Base Gross Revenues for such Property for the equivalent period during the Base Year.
3. Gross Revenues . The definition of Gross Non-Fuel Revenues shall be replaced with Gross Revenues and its definition shall be as follows:
with respect to any Property, for each Fiscal Year during the Term, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all goods sold, services performed, space or facilities subleased on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: allowances according to GAAP for uncollectible accounts, including credit card accounts and other administrative discounts; federal, state or municipal excise, sales, use, occupancy or similar taxes included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Travel Center located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; interest income from any bank account or investment of Tenant; any revenues or receipts of every kind derived from the provision, sale or trade of motor fuel and gasoline at such Property (including, without limitation, any amounts that arise out of the Shell Agreement); any revenues or receipts derived from gaming operations (but Gross Revenues shall include any revenue or receipts derived from sales of lottery tickets without adjustment for payouts); or any amount based on the income or profits of any Person if as a consequence thereof the Rent or other amounts payable by Tenant hereunder would fail to qualify, in whole or in part, as rents from real property within the meaning of Section 856(d) of the Code.
4. Additional Rent . Section 3.1.2 of the Lease shall be deleted and the following shall be inserted in its place:
(a) Amount . Tenant shall pay additional rent (Additional Rent) with respect to each Lease Year during the Term subsequent to the Base Year, with respect to each Property, in an amount equal to three percent (3%) of Excess Gross Revenues at such Property.
(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears, on the first Business Day of the subsequent quarter, together with an Officers Certificate setting forth the calculation of Additional Rent due and payable for such quarter.
(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such report is true, correct and complete, and (ii) a statement showing Tenants calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officers Certificate, signed by an officer of Tenant, certifying that, to the best of Tenants knowledge, such statement is true, correct and complete.
If the annual Additional Rent for such preceding Lease Year as set forth in Tenants statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit
to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.
(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenants books and records and/or to retain an independent public accounting firm of Landlords choice to audit the information set forth in the Officers Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenants books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officers Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenants business operations. If any such review of Tenants books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the
result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlords option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22 .
Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.
5. Underground Storage Tanks . Section 4.3.3 of the Lease is hereby amended to delete the second sentence thereof in its entirety and replace it with the following sentence: Upon the expiration or sooner termination of this Agreement, Tenant shall pay to Landlord the amount of any asset retirement obligation reserve for underground storage tanks located at the Leased Property that Tenant would be required to recognize on its books and records pursuant to GAAP if Tenant owned those underground storage tanks.
6. Shell Agreement . Tenant shall comply with its obligations under that certain Liquefied Natural Gas Dispensing Site License and Sales Agreement, dated as of April 15, 2013, between Tenant and Equilon Enterprises LLC (doing business as Shell Oil Products US), together with all modifications, amendments and supplements thereto.
7. Required Sublease Provisions . Section 16.2 of the Lease is hereby amended to delete the word Any which is the
first word of such paragraph and replace it with the following phrase: Except for subleases which are terminable at will by Tenant on not more than sixty (60) days prior notice, any.
8. Trade Area Restriction . The Lease is hereby amended by deleting Section 21.11 thereof in its entirety and replacing it with the following: Notwithstanding anything to the contrary in this Agreement, except for Travel Centers owned by Landlord or any Affiliated Person of Landlord, neither Tenant nor any Affiliated Person of Tenant shall acquire, own, franchise, finance, lease, manage, operate or open any Travel Center or similar business (it being agreed by Landlord and Tenant that convenience stores which provide services primarily to non-professional drivers shall not be a similar business) within seventy-five (75) miles in either direction along the primary interstate on which any Property is located without Landlords consent, which consent may be given or withheld in Landlords sole discretion. Notwithstanding the foregoing, Landlord confirms that, subject to the other terms and conditions of this Agreement, Tenant or any Affiliated Person of Tenant may acquire, own, franchise, finance, lease, manage, operate or open the Travel Centers identified on Exhibit D attached hereto. The Lease is further amended by adding Exhibit D attached hereto as Exhibit D to the Lease.
9. Remedies . For clarification, (i) in the parenthetical phrase in the first paragraph of Section 12.2 of the Lease, the words and Additional Charges shall be added after reference to Additional Rent; (ii) immediately following such parenthetical phrase, the words and other charges shall be deleted; and (iii) in the second paragraph of Section 12.2 of the Lease, the phrase Impositions and Additional Rent shall be replaced with Additional Rent and Additional Charges.
10. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument.
11. Ratification . As amended hereby, the Lease is hereby ratified and confirmed.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF , the parties have executed this Amendment as a sealed instrument as of the date above first written.
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LANDLORD: |
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HPT PSC PROPERTIES TRUST |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and |
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Chief Financial Officer |
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HPT PSC PROPERTIES LLC |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and |
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Chief Financial Officer |
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TENANT: |
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TA OPERATING LLC |
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By: |
/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President and |
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General Counsel |
Reference is made to the Guaranty of Tenants obligations under the Lease dated May 30, 2007 given by TRAVELCENTERS OF AMERICA LLC , a Delaware limited liability company (the Guarantor ) to Landlord. Guarantor hereby confirms that all references in such Guaranty to the word Lease shall mean the Lease, as defined therein, as amended by the foregoing Amendment to Lease, and said Guarantor hereby reaffirms the Guaranty.
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TRAVELCENTERS OF AMERICA LLC |
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/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President and |
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General Counsel |
[Signature Page to Amendment to Lease Agreement]
EXHIBIT D
Trade Area Restriction Waivers
TA Site
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Property Address |
397 |
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426 Alabama Highway 69 S, Hanceville, AL 35077 |
399 |
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2842 SE Frontage Rd., Johnstown, CO 80534 |
377 |
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10200 Old Federal Rd., Carnesville, GA 30521 |
376 |
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1035 W. State Road 42, Brazil, IN 47834 |
244 |
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5884 S. Wilbur Wright Rd., New Lisbon, IN 47366 |
250 |
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1441 W. US Hwy 20, Porter, IN 46304 |
382 |
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4230 W. Highway 24, Remington, IN 47977 |
243 |
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15587 M-60, Tekonsha, MI 49092 |
385 |
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14150 Hwy 418 SW, Deming, NM 88030 |
251 |
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1670 U.S. Hwy 601 North, Mocksville, NC 27028 |
378 |
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98 Grove St., DuPont, PA 18641 |
253 |
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849 Victory Hwy. West, West Greenwich, RI 02817 |
255 |
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289 Howard Baker Hwy, Pioneer, TN 37847 |
340 |
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101 Cornelius Road North, Hillsboro, TX 76645 |
394 |
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110 Interstate 35 Frontage Rd., Pearsall, TX 78061 |
EXHIBIT 10.10
PROPERTY EXCHANGE AGREEMENT
among
HOSPITALITY PROPERTIES TRUST,
HPT TA PROPERTIES TRUST,
HPT TA PROPERTIES LLC,
TRAVELCENTERS OF AMERICA LLC
and
TA OPERATING LLC
JUNE 9, 2015
PROPERTY EXCHANGE AGREEMENT
THIS PROPERTY EXCHANGE AGREEMENT is made and entered into as of June 9, 2015 (the Effective Date ) among Hospitality Properties Trust, a Maryland real estate investment trust ( HPT ), HPT TA Properties Trust, a Maryland real estate investment trust ( HPT TA Trust ), HPT TA Properties LLC, a Maryland limited liability company ( HPT TA LLC ), TravelCenters of America LLC, a Delaware limited liability company ( TA LLC ), and TA Operating LLC, a Delaware limited liability company, together with any of its successors and assigns as expressly permitted hereunder ( TA Operating ).
PRELIMINARY STATEMENTS
HPT, HPT TA Trust, HPT TA LLC, TA LLC and TA Operating are parties, among others, to that certain Transaction Agreement, dated as of June 1, 2015 (the Transaction Agreement ), pursuant to which HPT TA Trust and HPT TA LLC agreed to convey to TA Operating the COFO Properties (this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in Article 1) and TA Operating agreed to convey to HPT TA Trust or HPT TA LLC (at HPTs election) the New Properties and the Legacy Properties, in each case subject to and in accordance with the terms and conditions in the Transaction Agreement and as hereinafter set forth.
NOW, THEREFORE, it is agreed:
ARTICLE 1
DEFINITIONS
1.1 Capitalized Terms . Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below and such definitions shall apply equally to the singular and plural forms of such terms.
Agreement : this Property Exchange Agreement, together with all exhibits and schedules attached hereto.
Closing : the closing and consummation of the conveyances and exchanges contemplated by this Agreement.
COFO Properties : collectively, the Land identified on Schedule 1 and all Improvements thereon.
COFO Properties Price : $45,042,040.
Improvements : collectively, all buildings, structures and other improvements of every kind including, but not limited to, integral equipment (as defined in accounting standards codification topic 360-20), underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures situated upon any of the Land and, in the case of the Legacy Properties identified on Schedule 2, on the parcels of land owned or ground leased by HPT TA Trust or HPT TA LLC, as indicated thereon.
Intangible Property : collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character to the extent related to the ownership, and not the operation, of the New Properties, Legacy Properties or COFO Properties, as the case may be.
Internal Revenue Code : the Internal Revenue Code of 1986, as amended and in effect from time to time, and including the applicable Treasury Regulations thereunder.
Land : collectively, all of TA Operatings, HPT TA Trusts and HPT TA LLCs right, title and interest in and to the parcel or parcels of land described in Exhibit A as being owned by any of them, together with all easements and appurtenances related thereto.
Legacy Properties : collectively, the Improvements on the land owned or ground leased by HPT TA Trust or HPT TA LLC, as identified on Schedule 3.
Legacy Properties Price : $38,571,218.
Losses : the meaning given in Section 3.3.
Net Exchange Price : the sum of the New Properties Price plus the Legacy Properties Price less the COFO Properties Price.
New Properties : collectively, the Land identified on Schedule 4 and all Improvements thereon.
New Properties Price : $144,827,943.
Permitted Encumbrances : in respect of any Real Property, collectively, applicable zoning, subdivision, building and other land use laws and regulations; liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; all matters shown on or referenced in the Title Commitment for such Real Property which are reasonably acceptable to HPT (with respect to any Real Property other than a COFO Property) or TA (with respect to any COFO Property); and all matters shown on the Survey for such Real Property which are reasonably acceptable to HPT (with respect to any Real Property other than a COFO Property) or TA (with respect to any COFO Property).
Properties : collectively, the Real Property and any related Intangible Property.
Real Property : any of the New Properties, Legacy Properties or the COFO Properties.
Survey : with respect to each Real Property, the ALTA/ACSM land title survey corresponding to such Real Property as identified on Schedule 5.
Title Commitment : with respect to each Real Property, the title commitment or date down endorsement issued by the Title Company corresponding to such Real Property as identified on Schedule 6, together with copies of all exception documents referred to therein.
Title Company : First American Title Insurance Company or Stewart Title Guaranty Company, as applicable.
ARTICLE 2
CONVEYANCE AND EXCHANGE; CLOSING
2.1 Conveyance and Exchange . In consideration of the payment by HPT to TA Operating of the Net Exchange Price as herein provided and the conveyance by HPT TA Trust and HPT TA LLC of the COFO Properties to TA Operating, TA Operating shall simultaneously convey the New Properties and the Legacy Properties to HPT TA Trust and/or HPT TA LLC, at HPTs election. Each such conveyance shall include any related Intangible Property and shall be made subject to and in accordance with the terms and conditions of this Agreement.
2.2 Closing . The conveyance and exchange of all of the Real Properties and related Intangible Property and the payment of the Net Exchange Price shall be consummated contemporaneously with the execution of this Agreement.
2.3 IRS Real Estate Sales Reporting . TA Operating shall act as the person responsible for closing the transactions which are the subject of this Agreement pursuant to Section 6045(e) of the Internal Revenue Code and shall prepare and file all informational returns, including IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Internal Revenue Code.
ARTICLE 3
CLOSING OBLIGATIONS
3.1 Payment of the Net Exchange Price . On the Effective Date, HPT shall pay the Net Exchange Price to TA Operating by wire transfer of immediately available funds as instructed by TA Operating.
3.2 HPT TA Trusts, HPT TA LLCs and HPTs Closing Obligations in Respect of the COFO Properties . On the Effective Date, HPT TA Trust and HPT TA LLC shall deliver to TA Operating:
(i) Good and sufficient deed(s) with covenants against grantors acts, or their local equivalent, in proper statutory form for recording, duly executed and acknowledged by HPT TA Trust or HPT TA LLC, as the case may be, conveying good and marketable fee simple title to the COFO Property(ies) owned by each, free from all liens and encumbrances other than the Permitted Encumbrances;
(ii) A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B , duly executed by HPT; and
(iii) Such other conveyance documents, certificates, deeds, affidavits and other instruments as TA Operating or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which any of the COFO Properties is located.
3.3 Assignment and Assumption of Intangible Property and Indemnity attributable to the COFO Properties . HPT TA Trust and HPT TA LLC hereby assign to TA Operating all of their right, title and interest in and to the Intangible Property attributable to the COFO Properties to the extent first arising from and after the Effective Date. TA Operating hereby assumes all of HPT TA Trusts and HPT TA LLCs obligations with respect to the Intangible Property attributable to the COFO Properties to the extent first arising from and after the Effective Date. TA Operating hereby agrees to perform all of HPT TA Trusts and HPT TA LLCs obligations with respect to Intangible Property attributable to the COFO Properties to the extent first arising from and after the Effective Date. In each case, subject to any lease or other agreement between HPT TA Trust and/or HPT TA LLC and TA Operating that may otherwise allocate responsibilities, TA Operating shall indemnify, defend and hold harmless HPT TA Trust and HPT TA LLC from and against any and all losses, costs, damages, demands, expenses, fees, fines, including reasonable attorneys fees ( Losses ) arising from the Intangible Property attributable to the COFO Properties to the extent first arising from and after the Effective Date and HPT TA Trust and HPT TA LLC shall indemnify, defend and hold harmless TA Operating from and against any and all Losses arising from the Intangible Property attributable to the COFO Properties to the extent first arising prior to the Effective Date.
3.4 TA Operatings and TA LLCs Closing Obligations in Respect of the New Properties and the Legacy Properties . On the Effective Date, TA Operating shall deliver to HPT TA Trust and/or HPT TA LLC, as applicable:
(i) Good and sufficient deeds with covenants against grantors acts, or its local equivalent, or assignments of ground leases, as applicable, in proper statutory form for recording, duly executed and acknowledged by TA Operating, conveying good and marketable fee simple title to each of the New Properties and the Legacy Properties, free from all liens and encumbrances other than the Permitted Encumbrances;
(ii) A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B , duly executed by TA LLC; and
(iii) Such other conveyance documents, certificates, deeds, affidavits and other instruments as HPT TA Trust, HPT TA LLC, or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which any of the New Properties or Legacy Properties is located.
3.5 Assignment and Assumption of Intangible Property and Indemnity attributable to the New Properties and the Legacy Properties . TA Operating hereby assigns to HPT TA Trust and/or HPT TA LLC, respectively, all of its right, title and interest in and to the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by HPT TA Trust and/or HPT TA LLC, to the extent first arising from and after the Effective Date. HPT TA Trust and/or HPT TA LLC, respectively, each hereby assumes all of TA Operatings obligations with respect to the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by it to the extent first arising from and after the Effective Date. HPT TA Trust and/or HPT TA LLC, respectively, each hereby agrees to perform all of TA Operatings obligations with respect to the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by it to the extent first arising from and after the
Effective Date. In each case, subject to any lease or other agreement between or among HPT TA Trust and/or HPT TA LLC and TA Operating that may otherwise allocate responsibilities, HPT TA Trust and/or HPT TA LLC, respectively, shall indemnify, defend and hold harmless TA Operating from and against any and all Losses arising from the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by it to the extent first arising from and after the Effective Date and TA Operating shall indemnify, defend and hold harmless HPT TA Trust and/or HPT TA LLC, respectively, from and against any and all Losses arising from the Intangible Property attributable to the New Properties and the Legacy Properties to the extent first arising prior to the Effective Date.
ARTICLE 4
PRORATIONS
4.1 Proration Items . Inasmuch as TA Operating will be leasing the New Properties and the Legacy Properties from subsidiaries of HPT on and after the Effective Date and TA Operating has leased the COFO Properties from subsidiaries of HPT prior to the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or other utilities, shall be made for the account of TA Operating as a seller or a buyer under this Agreement or as the tenant under the lease previously entered into, or being entered into, by TA Operating and subsidiaries of HPT.
4.2 Survival . The obligations of the parties under this Article 4 shall survive the Closing.
ARTICLE 5
MISCELLANEOUS
5.1 Like-Kind Exchange . All the parties hereto are, for federal income tax purposes, either HPT (or subsidiaries thereof disregarded for federal income tax purposes) or TA LLC (or subsidiaries thereof disregarded for federal income tax purposes). It is the intent of the parties that the exchange of the Properties pursuant to Section 2.1 shall constitute (or be part of) for each of HPT and TA LLC, to the maximum extent possible, a simultaneous or deferred like kind exchange in accordance with Section 1031 of the Internal Revenue Code, and each party hereto shall cooperate with the reasonable requests of the other parties to further such intent. In furtherance of the foregoing and by way of example, but not limitation, HPT and its applicable subsidiaries agree to execute an instrument acknowledging and consenting to an assignment by TA Operating of its rights under this Agreement to a qualified intermediary in order to facilitate a deferred like kind exchange under Section 1031 of the Internal Revenue Code, provided, however, such assignment shall not relieve TA Operating of any of its obligations hereunder.
5.2 Governing Law . This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.
5.3 Severability . If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.
5.4 No Third Party Beneficiaries . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.
5.5 Entire Agreement . This Agreement and the Transaction Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.
5.6 Merger . Except with respect to the any obligation expressly stated to survive the Closing, none of the terms or provisions of this Agreement shall survive the Closing, and the payment of the Net Exchange Price and delivery of the deeds and other closing documents at the Closing shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of each of the parties to be performed hereunder.
5.7 Counterparts . This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any such counterparts or signatures may be delivered by facsimile or e-mail (in .pdf format), and any counterparts or signatures so delivered shall be deemed an original counterpart or signature for all purposes related to this Agreement.
5.8 Section and Other Headings . The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
5.9 Time of Essence . Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.
5.10 HPT STATEMENT OF LIMITED LIABILITY . THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING HOSPITALITY PROPERTIES TRUST, DATED AUGUST 21, 1995, 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 HOSPITALITY PROPERTIES TRUST SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HOSPITALITY PROPERTIES TRUST. ALL PERSONS DEALING WITH HOSPITALITY PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HOSPITALITY PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
5.11 HPT-TA TRUST 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.
5.12 Survival . The provisions of this Article 5 shall survive the Closing.
[Remainder of page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as a sealed instrument as of the date first above written.
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Hospitality Properties Trust |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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HPT TA Properties Trust |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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HPT TA Properties LLC |
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By: |
/s/ Mark L. Kleifges |
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Mark L. Kleifges |
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Treasurer and Chief Financial Officer |
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TravelCenters of America LLC |
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By: |
/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President and |
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General Counsel |
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TA Operating LLC |
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By: |
/s/ Mark R. Young |
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Mark R. Young |
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Executive Vice President and |
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General Counsel |
[Signature Page to Exchange Agreement]
Exhibit A
Legal Descriptions
Ex. |
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Site Name |
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Street Address |
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City |
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State |
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Owner |
A-1 |
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Petro Gadsden |
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1724 West Grand Ave. |
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Gadsden |
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AL |
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TA Operating |
A-2 |
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TA Montgomery |
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980 West South Blvd. |
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Montgomery |
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AL |
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HPT TA Trust |
A-3 |
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Petro Santa Nella |
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28991 West Gonzaga Road |
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Santa Nella |
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CA |
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TA Operating |
A-4 |
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TA Jackson |
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PO Box 967 |
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Jackson |
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GA |
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HPT TA LLC |
A-5 |
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Petro Monee |
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5915 Monee Rd. |
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Monee |
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IL |
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TA Operating |
A-6 |
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TA Morris |
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21 Romines Drive |
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Morris |
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IL |
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TA Operating |
A-7 |
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Petro Greensburg |
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1409 S. Country Rd #850 E. |
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Greensburg |
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IN |
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TA Operating |
A-8 |
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TA Beto Junction |
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2775 U.S. Hwy 75 |
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Lebo |
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KS |
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TA Operating |
A-9 |
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TA Greenwood |
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8560 Greenwood Rd. |
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Greenwood |
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LA |
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TA Operating |
A-10 |
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Petro Florence |
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3001 TV Road |
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Florence |
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SC |
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TA Operating |
A-11 |
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TA Knoxville |
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615 Watt Road |
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Knoxville |
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TN |
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HPT TA Trust |
A-12 |
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TA Denton |
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6420 N I-35 |
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Denton |
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TX |
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HPT TA Trust |
A-13 |
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TA Edinburg |
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8301 N Expressway 281 |
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Edinburg |
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TX |
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TA Operating |
A-14 |
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TA Laredo |
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1010 Beltway Parkway |
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Laredo |
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TX |
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TA Operating |
A-15 |
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TA Sweetwater |
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PO Box 1578 |
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Sweetwater |
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TX |
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HPT TA Trust |
Note: For the avoidance of doubt, the land owned or ground leased by HPT TA Trust or HPT TA LLC and identified on Schedule 2 and Schedule 3 of this Agreement in connection with the Legacy Properties is not included in the defined term Land for purposes of this Agreement.
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EXHIBIT A-1 Petro Gadsden 1724 West Grand Avenue Gadsden, AL Parcel I: A parcel of land located in the North haif of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees 31 minutes, 28 seconds West and along the Section line 1049.93 feet; thence run South 00 degrees, 38 minutes 01 seconds West 1280.05 feet to a concrete monument found at the Point of Beginning; thence run North 89 degrees 20 minutes, 49 seconds West 1361.70 feet to a rebar found on the East right-of-way of Interstate 59, a variable-width right-of-way; thence run South 45 degrees, 53 minutes, 22 seconds West and along said East right-of-way 326.88 feet to a concrete monument found; thence run South 89 degrees, 20 minutes 20 seconds East 1593.90 feet to a rebar found; thence run North 00 degrees, 37 minutes, 40 seconds East 230.40 feet to the Point of Beginning; situated, lying and being in Etowah County, Alabama. Parcel II: Commence at the Southeast corner of the Southeast 1/4 of the Northeast 1/4, Section 14, Township 12 South, Range 5 East, and run northerly along the East line of said Southeast 1/4 of the Northeast 1/4 a distance of 127,60 feet; thence deflect 89 deg. 35 min, 00 sec. left and run a distance of 17.70 feet; thence deflect 90 deg. 00 min. 00 sec. right and run northerly a distance of 1608,53 feet, said point being 100 feet South of and parallel to the centerline of Alabama Highway 77; thence deflect 63 deg. 56 min, 00 sec. left and run northwesterly 100 feet South of and parallel to the centerline of Alabama Highway 77 a distance of 1015,30 feet; thence deflect 90 deg. 00 min. 00 sec. left and run southwesterly a distance of 50.00 feet to a point on the southwesterly right of way line of Alabama Highway 77; thence deflect 89 deg. 47 min. 21 sec. right and run northwesterly along the southwesterly right of way line of Alabama Highway 77 a distance of 128.66 feet to the point of beginning; From said point of beginning deflect 115 deg. 49 min. 09 sec. left and run southerly along the West line of a 1 00 foot wide reserved road right of way a distance of 851.43 feet; thence deflect 90 deg, 01 min, 34 sec. right and run westerly a distance of 1361.76 feet to a point on the southeasterly right of way line of Interstate 59; thence deflect 135 deg. 15 min. 00 sec. right and run northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 692,44 feet to an existing concrete monument; thence deflect 11 deg. 19 min. 40 sec. left and continue northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 500,07 feet to an existing concrete monument; thence deflect 18 deg. 30 min. 40 sec. left and continue northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 165.52 feet to an existing concrete monument on the South right of way line of Alabama Highway 77; thence deflect right and run southeasterly along the southwesterly right of way line of Alabama Highway 77 and along a curve to the right having a Central Angle of 12 deg. 59 min. 48 sec., Radius of 1995.80 feet, Arc = 452,72 feet, a distance of 451.75 feet, measured along the chord of said curve having a Deflection Angle of 94 deg. 15 min. 18 sec. right and from the previous course; thence deflect 6 deg. 07 min. 37 sec. right from the chord of said curve and continue southeasterly along the southwesterly right of way line of Alabama Highway 77 a distance of 134.97 feet to the point of beginning. Said parcel of land being a portion of the North 1/2 of Section 14, Township 12 South, Range S East, being subject to a 15 foot utility easement along the North side of the properly and a 30 foot utility easement along the West sides of the property for an existing gas main, lying and being in Gadsden, Etowah County, Alabama. |
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Gadsden, AL 35904 Page 2 Parcel III: A parcel of land located in the Northeast Quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the North line of Section 14 a distance of 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West a distance of 428.58 feet to a point on the South right-of-way of Alabama Highway 77, variable-width right-of-way, and the Point of Beginning; thence run South 00 degrees, 38 minutes, 01 seconds West and along the West margin of a 100 foot wide street right-of-way a distance of 851,47 feet; thence run South 00 degrees, 37 minutes, 40 seconds West and along the West margin of a 100 foot wide street right-of-way a distance of 230.40 feet; thence run North 89 degrees, 20 minutes 20 seconds East a distance of 40.00 feet; thence run North 00 degrees, 38 minutes 03 seconds East a distance of 1062.53 feet, more or less, to a point on the South right-of-way of said Highway 77; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way a distance of 44.44 feet, more or less, to the Point of Beginning; situated, lying and being in Etowah County, Alabama. Less and Except from Parcels I, II & III: A parcel of land located in the Northeast quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the section line 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West 428,58 feet to a concrete monument found on the South right-of way of Alabama Highway 77, a variable-width right-of-way; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way 134.52 feet to a concrete monument found; thence continue northwestwardly along said right-of-way, said right-of-way curving to the left and having a radius of 2067.90 feet, a chord distance of 451.75 feet to a concrete monument found on the East right-of-way of Interstate 59, said chord bearing North 69 degrees, 40 minutes, 16 seconds West; thence run South 16 degrees, 04 minutes 41 seconds West and along said East right of way 165.52 feet to a concrete monument found; thence run South 34 degrees, 33 minutes, 56 seconds West 38,69 feet to a capped rebar set at the Point of Beginning; thence continue South 34 degrees 33 minutes, 56 seconds West along said right-of-way 247.27 feet to a capped rebar set; thence run South 58 degrees, 34 minutes, 55 seconds East 240.29 feet to a capped rebar set; thence run North 34 degrees, 34 minutes, 57 seconds East 95.02 feet to a capped rebar set; thence run northeastwardly along a curve to the left, said curve having a radius of 420.00 feet, a chord distance of 86.40 feet to a capped rebar set, said chord bearing North 28 degrees, 40 minutes 05 seconds East; thence run North 22 degrees, 46 minutes 33 seconds East 99.22 feet to a capped rebar set; thence run North 67 degrees, 13 minutes, 27 seconds West 215.37 feet to the Point of Beginning. Austins Seafood and Steakhouse, L.L.C. Legal Parcel IV: A parcel of land located in the Northeast quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the section line 1049.93 feet; thence run South 00 degrees, |
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Gadsden, AL 35904 Page 3 38 minutes, 01 seconds West 428.58 feet to a concrete monument found on the South right-of-way of Alabama Highway 77, a variable-width right-of-way; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way 134.52 feet to a concrete monument found; thence continue northwestwardly along said right-of-way, said right-of-way curving to the left and having a radius of 2067.90 feet, a chord distance of 451.75 feet to a concrete monument found on the East right-of-way of Interstate 59, said chord bearing North 69 degrees, 40 minutes, 16 seconds West; thence run South 16 degrees, 04 minutes 41 seconds West and along said East right of way 165.52 feet to a concrete monument found; thence run South 34 degrees, 33 minutes, 56 seconds West 38.69 feet to a capped rebar set at the Point of Beginning; thence continue South 34 degrees 33 minutes, 56 seconds West along said right-of-way 247.27 feet to a capped rebar set; thence run South 58 degrees, 34 minutes, 55 seconds East 240.29 feet to a capped rebar set; thence run North 34 degrees, 34 minutes, 57 seconds East 95.02 feet to a capped rebar set; thence run northeastwardly along a curve to the left, said curve having a radius of 420.00 feet, a chord distance of 86,40 feet to a capped rebar set, said chord bearing North 28 degrees, 40 minutes 05 seconds East; thence run North 22 degrees, 46 minutes 33 seconds East 99.22 feet to a capped rebar set; thence run North 67 degrees, 13 minutes, 27 seconds West 215.37 feet to the Point of Beginning. |
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EXHIBIT A-2 TA Mongomery 980 West South Blvd. Montgomery, AL 36105 All that certain plot, place or parcel of land located in Montgomery County, Alabama bounded and described as follows: Parcel One: Beginning at the intersection of the North right-of-way line of South Boulevard (a 00 foot right-of-way) and the East line of the NE 1/4 of the NW 1/4 of Section 35, Township 16 North, Range 17 East, Montgomery County, Alabama, the said point being the SW corner of property now owned by Pure Oil Company; thence from the point of beginning North 78 degrees 11 minutes West along the North right-of-way line of South Boulevard a distance of 169.00 feet to the point of denied access of Interstate Highway 1-65; thence North 37 degrees 23 minutes West along the Northeasterly right-of-way line of said Interstate Highway a distance of 142,55 feet to an angle in said right-of-way; thence North 09 degrees 26 minutes East along the Easterly right of-way line of said Interstate Highway a distance of 737.50 feet to an angle in said right-of-way, the said point being in the SE 1/4 of the SW 1/4 of Section 26, Township 16 North, Range 17 East; thence North 17 degrees 09 minutes East along the Easterly right-of-way line of said Interstate Highway a distance of 493.50 feet to the East line of the SE 1/4 of the SW 1/4 of said Section 25; thence South 00 degrees 32 minutes East alon the East line of the SE 1/4 of the SE 1/4 of said Section 26 a distance of 559,20 feet to the SE corner of said SE 1/4 of said SE 1/4; thence South 01 degree 26 minutes West along the East line of the NE 1/4 of the NW 1/4 of said Section 35, which said line is the West line of the property now owned by Pure Oil Company and the Northerly extension thereof a distance of 788.35 feet to the point of beginning; the said land being in the SE 1/4 of the SE 1/4 of Section 26 and in the NE /4 of the NW 1/4 of Section 35, Township 16 North, Range 17 East, Montgomery City and County, Alabama. Parcel Two: A parcel of land located in the NW 1/4 of the NE 1/4, Section 35, Township 16 North, Range 17 East, Montgomery County, Alabama, beginning at the point of intersection ofthe North-South half section line with the North right-of-way line of Southern Boulevard and point being located North 01 degree 33 minutes East 543.2 feet from a stone marking theSE corner of said NW 1/4 of NE 1/4 and running thence along said half section line North 01 degree 33 minutes East a distance of 500.00 feet; thence South 78 degrees 00 minutes East and parallel with the North line of Southern Boulevard a distance of 500,00 feet; thence South 01 degree 33 minutes West and parallel with said half section line a distance of 500,00 feet to a point on the North right of-way line of the Southern Boulevard; thence North 78 degrees 00 minutes West 500.00 feet along the North right-of-way line of Southern Boulevard to the point of beginning Less and Except from Parcels One and Two the following: Commencing at the NW corner of the NW 1/4 of NE 1/4 of Section 35, Township 16 North, Range 17 East; thence Southerly along the West line of said NW 1/4 of NE 1/4 a distance of 782 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of Project No. F-352(18); thence South 81 degrees 39 minutes East parallel to the centerline of said Project a distance of 280 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of said Project at Station 38+00 and the point of beginning of the property herein described; thence Northeasterly along a straight line a distance of 215 feet, more or less, to a point on the present West right-of-way line of Eisenhower Drive that is 130 feet Northeasterly of and at right angles to the centerline line of said Project; thence Southerly along the said present West right-of-way line a distance of 32 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of said Project; thence North 81 degrees 39 minutes West parallel to the centerline of said Project a distance of220 feet, more or less, to the point of beginning. |
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EXHIBIT A-3 Petro Santa Nella 28991 West Gonzaga Road Santa Nella, CA Parcel A, as shown on that certain map entitled PARCEL MAP FOR SAN LUIS PARTNERSHIP, filed August 31, 1991 in Book 77, Pages 29 thru 35 of Parcel Maps, Merced County Records. EXCEPTING all oil, oil right, minerals, mineral rights, natural gas rights and other hydrocarbons by whatsoever name known that may be within or under the parcels of land hereinabove described without, however the right ever to drill, dig or mine through the surface of said land therefrom or otherwise in such manner as to endanger the safety of any highway that may be constructed on the lands hereby conveyed, without, however, the right of ingress or egress to the above described parcels of land over and across the highway right ofway line as reserved in the deed from Anna Cuiffo recorded July 1, 1951 in Volume 1162, page 195 of Official Records. APN: 078-330-004-000 |
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EXHIBIT A-4 TA Jackson PO Box 967 Jackson, GA 30529 All that tract or parcel of land lying and being in Land Lot 235 of the 3rd Land district, Butts County, Georgia and Land Lot 234 of the 3rd Land District, Lamar County Georgia, being more particularly described as follows: Beginning at a concrete right of way monument at the intersection of the East right of way of Interstate 75 and the South right of way of State Route 36 and the West right of way of Truckstop Way; thence South 62 degrees 50 minutes 11 seconds East along the westerly right of way of Truckstop Way 177.59 feet to a point; thence continuing along the said right of way South 39 degrees 20 minutes 43 seconds East 15.26 feet to a point; thence 392.39 feet along the arc of a curve to the left, said curve having a radius of 766.20 feet and being subtended by a chord bearing South 53 degrees 34 minutes 38 seconds East and a distance of 388.11 feet to a point; thence South 68 degrees 14 minutes 57 seconds East 113.35 feet to a 1-1/2 inch open top pipe at the western most right of way of an unnamed county road; thence following the said right of way of the unnamed county road South 01 degree 01 minute 00 seconds East 601.30 feet to a point; thence South 00 degrees 34 minutes 00 seconds East 404.40 feet to a point; thence South 08 degrees 00 minutes 00 seconds East 485.30 feet to a point; thence South 05 degrees 40 minutes DO seconds East 1055.60 feet to a point; thence North 87 degrees 05 minutes 00 seconds West 480.69 feet to a point on the eastern right of way of Interstate 75; thence following the said right of way the following courses: North 17 degrees 03 minutes 19 seconds West 34.44 feet to a concrete monument; North 05 degrees 40 minutes 00 seconds West 945.69 feet to a concrete monument; North 08 degrees 00 minutes 05 seconds West 484,73 feet to a concrete monument; North 00 degrees 01 minute 11 seconds East 339.24 feet to a concrete monument; North 01 degree 23 minutes 52 seconds West 184.22 feet to a concrete monument ; North 07 degrees 51 minutes 31 seconds East 148.60 feet to a concrete monument; thence 712.95 feet along the arc of a curve to the left, said curve having a radius of 1145.92 feet and being subtended by a chord bearing North 08 degrees 51 minutes 40 seconds West and a distance of 701.50 feet to a concrete monument; thence North 25 degrees 33 minutes 35 seconds West 66.21 feet to a concrete monument and the Point of Beginning. Less and Except Easements acquired by Condemnation, Civil Action No. 96-V-442, Department of Transportation vs. National Auto/Truckstops, Inc., dated July 23, 1996, filed for record July 23, 1996 and recorded July 25, 1996 in Deed Book 203, Page 281, Butts County Records. |
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EXHIBIT A-5 Petro Monee 5915 Monee Road Monee, IL PARCEL 1: THE WEST 6 ACRES OF THE FOLLOWING DESCRIBED LAND TAKEN AS A TRACT: THE EAST 1/2 OF LOT 5 (EXCEPT THEREFROM THE WEST 200 FEET) AND LOT 6 IN ASSESSORS SUBDIVISION OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF SECTION 17, TOWNSHIP 34 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN EXCEPTING THEREFROM THE FEE SIMPLE TITLE CONVEYED TO THE STATE OF ILLINOIS BY DEED RECORDED JANUARY 25, 1967 AS DOCUMENT NUMBER R67-1386 IN WILL COUNTY, ILLINOIS ALSO EXCEPT THAT PART HERETOFORE DEDICATED FOR PUBLIC USE TO WILL COUNTY DEPARTMENT OF HIGHWAYS RECORDED SEPTEMBER 17, 2007 AS DOCUMENT NO. R2007138624. PARCEL 2: THE EAST 689.36 FEET OF THE WEST 909.36 FEET OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 OF SECTION 20, IN TOWNSHIP 34 NORTH, AND IN RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN WILL COUNTY, ILLINOIS, EXCEPTING THEREFROM THAT PART CONVEYED TO THE STATE OF ILLINOIS BY DEED RECORDED APRIL 20, 1967 AS DOCUMENT NO, R67-4933. SAID PARCEL OF LAND ALSO DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 OF SECTION 20 AFORESAID WITH THE EAST LINE OF THE WEST 909.36 FEET OF SAID NORTH 60 ACRES; THENCE SOUTH 89 DEGREES 20 MINUTES 41 SECONDS WEST ALONG THE SOUTH LINE OF SAID NORTH 60 ACRES 689.36 FEET TO THE WEST LINE OF THE EAST 689.36 FEET OF THE WEST 909.36 FEET OF SAID NORTH 60 ACRES; THENCE NORTH 00 DEGREES 14 MINUTES 18 SECONDS WEST ALONG THE LAST DESCRIBED LINE 936.65 FEET TO THE SOUTH LINE OF PROPERTY CONVEYED TO THE STATE OF ILLINOIS PER DOCUMENT NO. R67-4933; THENCE NORTH 89 DEGREES 20 MINUTES 41 SECONDS EAST ALONG SAID SOUTH LINE 450.08 FEET TO THE SOUTHEAST CORNER OF PROPERTY CONVEYED AFORESAID; THENCE NORTH 00 DEGREES 14 MINUTES 18 SECONDS WEST ALONG THE EAST LINE THEREOF 15.0 FEET TO THE SOUTHWEST CORNER OF PROPERTY CONVEYED TO THE STATE OF ILLINOIS PER DOCUMENT NO. R73-35249; THENCE NORTH 89 DEGREES 20 MINUTES 41 SECONDS EAST ALONG THE SOUTH LINE OF PROPERTY CONVEYED BY DOCUMENT R73-35429 FOR A DISTANCE OF 239.30 FEET TO THE EAST LINE OF THE WEST 909.36 FEET OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 AFORESAID; THENCE SOUTH 00 DEGREES 14 MINUTES 18 SECONDS EAST ALONG THE LAST DESCRIBED LINE 951.65 FEET TO THE POINT OF BEGINNING, IN WILL COUNTY, ILLINOIS. |
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EXHIBIT A-6 TA Morris 21 Romines Drive Morris, IL Parcel 1: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of Section 27 for a distance of 871.33 feet for a place of beginning; thence continuing North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of said Section 27 for a distance of 461.0 1 feet; thence South 01 Degrees 22 Minutes 46 Seconds East for a distance of 575,35 feet; thence South 52 Degrees 56 Minutes 42 Seconds West for a distance of 136.71 feet; thence South 37 Degrees 03 Minutes 18 Seconds East for a distance of 180.10 feet to a point on the northerly line of Interstate Route 80 as depicted on the Plat of Highways recorded as Document 332059; thence South 52 Degrees 56 Minutes 40 Seconds West along the said northerly right-of way line of Interstate Route 80 for a distance of 72.12 feet; thence South 57 Degrees 50 Minutes 37 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 526.93 feet; thence South 65 Degrees 37 Minutes 30 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 205.00 feet; thence South 79 Degrees 49 Minutes 01 Seconds West along the said northerly right-of-way line of Interstate 80 for a distance of 287.63 feet; thence North 55 Degrees 14 Minutes 14 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 193,66 feet; thence North 27 Degrees 29 Minutes 42 Seconds West along the east right-of-way line of Illinois Route 47 as depicted on said Document 386495 for a distance of 164.96 feet; thence North 07 Degrees 40 Minutes 48 Seconds West along said east right-of-way line of Illinois Route 47 for a distance of 201.26 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along said east right-of-way line of Illinois Route 47 for a distance of 195.00 feet; thence North 62 Degrees 21 Minutes 27 Seconds East along said east right-of-way line of Illinois Route 47 for a distance of 69.77 feet; thence North 43 Degrees 44 Minutes 20 Seconds East along the said east right-of-way line of Illinois Route 47 for a distance of 83.44 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along the said east right-of-way line of Illinois Route 47 for a distance of 35.27 feet; thence North 88 Degrees 04 Minutes 15 Seconds East for a distance of 662.51 feet; thence North 01 Degrees 55 Minutes 45 Seconds West for a distance of 444.44 feet to the place of beginning, in Grundy County, Illinois. Parcel 2: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of Section 27 for a distance of 1332.33 for a place of beginning; thence North 01 Degrees 22 Minutes 46 Seconds West for a distance of 7.65 feet; thence North 88 Degrees 07 Minutes 21 Seconds East for a distance of 1134.66 feet to a point on the northerly right-of-way line of Interstate Route 80 as depicted on the Plat of Highways recorded as Document 386495; thence South 52 Degrees 56 Minutes 40 Seconds West along said right-of-way line for a distance of 1204.13 feet; thence North 37 Degrees 03 MInutes 18 Seconds West for a distance of 180.10 feet; thence South 52 Degrees 56 Minutes 42 Seconds West for a distance of 63.29 feet; thence North 01 Degrees 22 Minutes 46 Seconds West for a distance of 575.35 feet to the place of beginning, in Grundy County, Illinois. |
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Morris, IL Page 2 Parcel 3: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of Section 27 for a distance of 70,00 feet to a point on the east right-of-way line of Illinois Route 47 as Depicted on the Plat of Highway recorded as document 344829 being also the place of beginning; thence continuing North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of said Section 27 for a distance of 801,33 feet; thence South 01 Degrees 55 Minutes 45 Seconds for a distance of 444.44 feet; thence South 88 Degrees 04 Minutes 15 Seconds West for a distance of 721.51 feet; thence North 62 Degrees 31 Minutes 24 Seconds West 71.28 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along the westerly right-of way line of Illinois Route 47 for a distance of 226.05 feet; thence South 88 Degrees 44 Minutes 20 Seconds West along said right-of-way line for a distance of 22.50 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along said right-of-way for a distance of 183.88 feet to the place of beginning, in Grundy County, Illinois. |
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EXHIBIT A-7 Petro Greensburg 1409 S. Country Road #850 E. Greensburg, IN PART OF THE NORTHWEST QUARTER OF SECTION I7, TOWNSHIP IO NORTH, RANGE II EAST, BEGINNING FIRST AT THE CENTER CORNER OF THE NORTHWEST QUARTER OF SAID SECTION I7; THENCE SOUTH I 0 I7' WEST ON THE QUARTER QUARTER LINE 506.I9 FEET TO AN IRON PIN; THENCE SOUTH 89°56' EAST 300 FEET TO AN IRON PIN AND THE TRUE POINT OF BEGINNING OF THIS TRACT. THENCE SOUTH I o I7' WEST 704.82 FEET TO THE CENTER LINE OF FRONT ROAD #2 OF INTERSTATE ROAD #74 OF THE NEW POINT INTERSECTION; THENCE ON SAID CENTER LINE NORTH 87°53' EAST 28.7 FEET TO THE POINT OF TANGENT OF CURVE F-IAT STATION 597+I6.69; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTER LINE OF A CURVE WITH A DELTA OF 27°23'I5" A 10°00' CURVE WITH A RADIUS OF 572.96 FEET AND TANGENT OF I39.6I FEET TO THE POINT OF TANGENT AT STATION 599+90.57. THENCE CONTINUING NORTHEAST ON SAID CENTERLINE 547.2 FEET TO STATION 605+37.77 TO THE POINT OF CURVE F-4; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTERLINE OF A CURVE WITH A DELTA OF 60°00' A 28°38'52" DEGREE OF CURVE A RADIUS OF 200 FEET AND TANGENT OF II5.47 FEET TO THE STATION 607+47.2I; THENCE NORTH ON SAID CENTERLINE 91.35 FEET TO STATION 608+38.56 AND THE POINT OF CURVE; THENCE DEFLECTING TO THE RIGHT AND FOLLOWING THE CURVING CENTERLINE OF CURVE F-5 WHOSE DELTA IS 90°00'; A DEGREE OF CURVE II4°35'30" A RADIUS OF 50 FEET AND TANGENT OF 50 FEET TO THE POINT OF TANGENT AT STATION 609+ I7.1 0; THENCE EAST 1I2 FEET TO FRONT ROAD STATION 610+29.1 AND CENTERLINE STATION 12+59 OF ROAD S-9-F OR THE NORTH AND SOUTH CENTERLINE OF SAID SECTION 17; THENCE NORTH 00°29'15" EAST ON THE HALF SECTION LINE 78.68 FEET TO STATION 11+80.32; THENCE LEAVING SAID ROAD NORTH 89°02' WEST 132.5 FEET TO AN IRON PIN; THENCE SOUTH 68°26' WEST 65.49 FEET TO AN IRON PIN; THENCE NORTH 89°56' WEST 824.I1 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING I0,61 ACRES, MORE OR LESS AND SUBJECT TO ALL LEGAL HIGHWAYS. THE LAND BEING THE SAME LAND DESCRIBED AS FOLLOWS (AS-SURVEYED LEGAL): PART OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP IO NORTH, RANGE 1I EAST, BEGINNING FIRST AT THE CENTER CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 17; THENCE SOUTH 1°17' WEST ON THE QUARTER QUARTER LINE 506.I9 FEET TO AN IRON PIN; THENCE SOUTH 89°56' EAST 300 FEET TO AN IRON PIN AND THE TRUE POINT OF BEGINNING OF THIS TRACT. THENCE SOUTH I 0 17' WEST 718.69 FEET TO THE CENTER LINE OF FRONT ROAD #2 OF INTERSTATE ROAD #74 OF THE NEW POINT INTERSECTION; THENCE ON SAID CENTER LINE NORTH 87°53' EAST 28.7 FEET TO THE POINT OF TANGENT OF CURVE F-IAT STATION 597+16,69; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTER LINE OF A CURVE WITH A DELTA OF 27°23'15" A 10°00' CURVE WITH A RADIUS OF 572.96 FEET AND TANGENT OF I39.61 FEET TO THE POINT OF TANGENT AT STATION 599+90.57. THENCE CONTINUING NORTHEAST ON SAID CENTERLINE 547.2 FEET TO STATION 605+37.77 TO THE POINT OF CURVE F-4; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTERLINE OF A CURVE WITH A DELTA OF 60°00' A 28°38'52" DEGREE OF CURVE A RADIUS OF 200 FEET AND TANGENT OF 115.47 FEET TO THE STATION 607+47.21; THENCE NORTH ON SAID CENTERLINE 91.35 FEET TO STATION 608+38.56 AND THE POINT OF CURVE; THENCE DEFLECTING TO THE RIGHT AND FOLLOWING THE CURVING CENTERLINE OF CURVE F-5 WHOSE DELTA IS 90°00'; A DEGREE OF CURVE I14°35"30' A RADIUS OF 50 FEET AND TANGENT OF 50 FEET TO THE POINT OF TANGENT AT STATION 609+I7.IO; THENCE EAST 112 FEET TO FRONT ROAD STATION 610+29,1 AND CENTERLINE STATION I2+59 OF ROAD S-9-F OR THE NORTH AND SOUTH CENTERLINE OF SAID SECTION 17; THENCE NORTH 00°29"I5' EAST ON THE HALF SECTION LINE 78.68 FEET TO STATION II+80.32; THENCE LEAVING SAID ROAD NORTH 89°02' WEST 132,5 FEET TO AN IRON PIN; THENCE SOUTH 68°26' WEST 65,49 FEET TO AN IRON PIN; THENCE NORTH 89°56' WEST 824.1I FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 1l.IO ACRES, MORE OR LESS AND SUBJECT TO ALL LEGAL HIGHWAYS. |
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EXHIBIT A-8 TA Beta .Junction 2775 U.S. Hwy 75 Lebo, KS A TRACT OF LAND IN THE NORTHWEST QUARTER (NW 1/4) AND THE SOUTHWEST QUARTER (1/4) OF SECTION TWO (2), TOWNSHIP NINETEEN (19) SOUTH, RANGE FIFTEEN (15), EAST OF THE SIXTH PRINCIPAL MERIDIAN, COFFEY COUNTY, KANSAS, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER SECTION; THENCE NORTH 88°12'22" EAST, COINCIDENT WITH THE SOUTH LINE OF SAID NORTHWEST QUARTER, FOR A DISTANCE OF 165.40 FEET, TO A POINT ON THE EAS ERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY 75 AND THE SOUTHERLY RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35, AND THE POINT OF BEGINNING; THENCE NORTH 05°37'10" EAST, COINCIDENT WITH THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY 35 FOR A DISTANCE OF 317.59 FEET; THENCE NORTH 25°17'29" EAST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE FORA DISTANCE OF 157.46 FEET; THENCE NORTH 45°30'51" EAST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR A DISTANCE OF 691.47 FEET; THENCE NORTH 69°51'19" EAST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR A DISTANCE OF 898.40 FEET; THENCE LEAVING SAID RIGHT-OF-WAY OF INTERSTATE HIGHWAY 35, SOUTH 00°35'38" EAST, FOR A DISTANCE OF 690.10 FEET; THENCE NORTH 66°48'56" EAST, FOR A DISTANCE OF 168.04 FEET; THENCE SOUTH 22°21 '04" EAST, FOR A DISTANCE OF 359.62 FEET; THENCE SOUTH 66°21 '55" WEST, FOR A DISTANCE OF 649.02 FEET, TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER; THENCE SOUTH 88°12'22" WEST, COINCIDENT WITH THE SAID SOUTH LINE, FOR A DISTANCE OF 43.48 FEET; THENCE SOUTH 00°47'39" EAST, FOR A DISTANCE OF 59.17 FEET; THENCE SOUTH 88°03'25" WEST, FOR A DISTANCE OF 1,096.05 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY 75; THENCE NORTH 00°47'39" WEST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR DISTANCE OF 62.02 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER (NWI/4), AND THE POINT OF BEGINNING. |
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EXHIBIT A-9 TA Greenwood 8560 Greenwood Road Greenwood, LA All that certain lot, tract or parcel of land situated in Caddo Parish, Louisiana, within the Corporate Limits of the City of Greenwood, being 17.244 acres of land, a part of the Southwest Quarter of Section 19, T 17 N - R 15 W, said 17.244 acres being more fully described as follows: Beginning at 1/2" iron rod found for comer on the West line of Section 19, same being the East line of Section 24, Township 17 North, Range 16 West, being at the Northwest comer of a 1.523 acre tract described in deed to Nee! Kamal, Inc., recorded in COB 2746, Page 194 ofthe Conveyance Records of Caddo Parish, Louisiana, being the Westernmost Southwest comer of the herein described tract, same being on the East line of that certain called 14.395 acre tract described in Redemption of Adjudicated Property and recorded in COB 2859, Page 677 of said Conveyance Records, and being the East line of Lot 14 of the J .M. Dunn Partition as recorded in Plat Book 250, Page 104 of said Conveyance Records, said iron rod bears North 37°50'04" East 0.16 feet from a 3/8" iron rod found, and said beginning rod bears North 1 °27'52" East-1226.40 feet from the Southwest corner of said Section 19; Thence North 01 °27'52" East (called North 01 °15'23" East), with the East line of said Lot 14 and said 14,395 acre tract and said Section line, at 447.53 feet past the Southeast comer of a 20 x 20 tract ofland described in deed to The Village of Greenwood and recorded in COB 1888, Page 605 of said Conveyance Records, and at 467.53 feet past the Northeast corner of said 20 x 20 tract, and continuing in all, 492.53 feet to a 1 /2" iron rod found for corner at the Northwest corner ofthe herein described tract and a Northeast corner of said 14.395 acre tract, same being on the South right of way line of said Texas & Pacific Railroad (a called 150 foot wide right of way); Thence in a Southeasterly direction along a curve to the right having a radius of 5654.58 feet, an arc length of 1534.63 feet (called 1534.72 feet) and a chord bearing and distance of South 77°36'38" East (called South 77°47'20" East)-1529.92 feet (called 1530.63 feet) to a concrete right of way monument found for corner at the Easternmost corner of the herein described tract, same being at the intersection of the Southwest right of way line ofthe Texas & Pacific Railroad with the North right of way line of U.S. Hwy. 80 (a variable width right of way); Thence in a Southwesterly direction with the North right ofway line of said U.S. Hwy. 80, (1) South 70°03 '09" West (called South 70°20'14" West) - 159.13 feet (called 158.76 feet) to a 5/8" iron rod found in concrete for angle corner, (2) South 53°56'05" West (called South 53°48'01" West)-564.49 feet (called 565.23 feet) to a concrete right of way monument found for angle corner, (3) South 84°37' 19" West (called South 84°12'43" West)-197,92 feet (called 197,85 feet) to a concrete right of way monument found for angle corner, (4) South 76°30'55" West (called South 76°36'14" West)-206.45 feet (called 205.63 feet) to a concrete right of way monument found for angle corner, and (5) South 81 °20'46" West (called South 80°51 '54" West)-258.27 feet to a 3/8" iron rod found for corner at the Southernmost Southwest corner ofthe herein described tract and the Southeast corner of said called 1 ,523 acre tract; Thence North 10°11 '46" West (called North 10°13'38" West), with the Easternmost East line of said 1.523 acre tract, 35.03 feet (called 35.65 feet) to a 1h" iron rod found for comer at the Easternmost Northeast corner of said 1.523 acre tract; Thence South 81 °00'44" West (called South 80°51 '54" West), with the Easternmost North line of said 1.523 acre tract, 24.99 feet (called 25 feet) to a 1 /2" iron rod found for corner at an inner ell corner of said 1.523 acre tract; |
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Greenwood, LA Page 2 Thence North 09°59'56" West (called North 10°13'38" West), with a middle East line of said 1.523 acre tract, 279.40 feet (called 279,42 feet) to a 1/2" iron rod found for corner at a middle Northeast corner of said 1 ,523 acre tract; Thence South 80°34'29" West (called South 79°40'49" West), with a middle North line of said 1.523 acre tract, 141.36 feet (called 141.47 feet) to a 1" iron pipe found for corner at an inner ell corner of said 1.523 acre tract; Thence North 01 °45'28" East (called North 01 °15'23" East), with the Northernmost East line of said 1.523 acre tract, 50.96 feet (called 52.60 feet) to a 1/2" iron rod found for corner at the Northernmost Northeast corner of said 1.523 acre tract; Thence South 79°50'55" West (called South 79°40'49" West), with the Northernmost North line of said 1.523 acre tract, 31.04 feet (called 31 feet) to the point of beginning. Item II-RV Park Tract-8590 Greenwood Road, Greenwood, LA: All that part of Lot 14 of the]. M. Dunn Estate Partition as per plat recorded in Conveyance Book 250, Page 104 ofthe Conveyance Records of Caddo Parish, Louisiana, lying south ofthe south line ofthe T & P Railroad and north of the north line of Interstate Highway 20 containing 16.04 acres, more or less; less and except the following two (2) tracts: Tract 1: That certain tract or parcel of land containing 1.598 acres, more or less, in the southeast quarter (SE/4) of Section 24, Township 17 North, Range 16 West, Caddo Parish, Louisiana, together with all buildings and improvements located thereon and all rights thereto belonging, and being more particularly described as follows, to wit: Beginning at a 1 /2" iron pin set in the north right-of-way of relocated U.S. Highway No. 80, said point of beginning being north 1 °15'23" east 858.65 feet from the southeast corner of Section 24, Township 17 North, Range 16 West, and in the east line of Lot 14 of the J. M. Dunn Partition as recorded in Book 250, Page 104 of the Conveyance Records of Caddo Parish, Louisiana; thence with the north right-of-way of relocated U.S. Highway No. 80, the following course: South 82°47'36" west 245.54 feet to an iron pin; Thence north 1 °15'23" east 260.09 feet to an iron pin; Thence south 88°44'37" east 102.68 feet to an iron pin; Thence north 1 °15'23" east 63.00 feet to an iron pin; Thence north 79°40'49" east 143.1 feet to a nail set in the east line of Lot 14 of said 1 M. Dunn Partition; Thence south 1 °15'23" west with the east line of Lot 14 of said J. M. Dunn Partition and east line of Section 24, Township 17 North, Range 16 West, 315.67 feet to a point of beginning. All bearings in this description are based on Lambert Grid, Louisiana north zone. Being the same property conveyed to Shree Sai Corporation by deed recorded in Conveyance Book 2173, Page 317, Instrument No. 01016753 of the Conveyance Records of Caddo Parish, Louisiana. |
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Greenwood, LA Page 3 Tract 2: A tract of land in the southeast quarter (SE/4) of Section 24, Township 17 North, Range 16 West, Caddo Parish, Louisiana, more particularly described as: From the southeast corner of Section 24, run north along the east section line of Section 24, a distance of I ,674.59 feet, thence run west 20 feet, thence run north 20 feet, thence run east 20 feet to the east line of Section 24, thence run south along the east line of Section 24, 20 feet to the point of beginning; being the same property conveyed to the Village of Greenwood by Kelly's Truck Terminal, Inc. by deed recorded in Conveyance Book 1853, Page 34, Instrument No. 867969 of the Conveyance Records of Caddo Parish, Louisiana. All as more fully shown on that certain "ALTA Boundary and As Built Survey for Travel Centers of America Located in Part ofthe SW 1/4 of Section 19, Township 17 North, Range 15 West and Part ofthe SE 1 /4 of Section 24, Township 17 North, Range 16 West, Caddo Parish", prepared by James Latson Souter, PLS No. 04579, dated September 12, 2007. Item III - Servitude Interests (1) Easements and right of way for the maintenance and use of existing water lines reserved in Credit Sale Deed with Wraparound Mortgage Provisions between Kelly's Truck Terminal, Inc., et al and Shree Sal Corporation dated October 16, 1984, recorded October 17, 1984 as Registry Number 01016753, official records of Caddo Parish, Louisiana. (2) Rights and restrictions set forth in Declarations, Covenants, Restrictions, Easements and Agreements between Kelly's Truck Tenninal, Inc., et al and Shree Sai Corporation dated October 16, 1984, recorded October 17, 1984 as Registry Number 01016754, official records of Caddo Parish, Louisiana. |
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EXHIBIT A-10 Petro Florence 3001 TV Road Florence, SC All that certain piece, parcel or tract of land, lying and being in Florence County, South Carolina, being more fully shown and designated on a plat of the Petro Travel Center by Heller & Associates, Inc., dated October 12, 1992 and recorded in the Office of the Clerk of Court for Florence County, where it appears in Plat Book 46 at Page 253 and having the following metes and bounds, to wit: Beginning at a new iron pin on the northern edge of frontage road (5-21-1744) at the Southwestern Corner of the property and noted as the point of beginning and running in a clockwise direction N 02°43 '04" E for a distance of 505.11 feet to a new iron pin; thence continuing N 02°43 '04" E for a distance of 295.00 feet to an old iron pin; thence turning N 52°16'17" E for a distance of 125.62 feet to an old iron; thence continuing N 52°16'17" E for a distance of713.97 feet to an old iron pin; thence turningS 38°09'48" E for a distance of 345.17 feet to a new iron pin; thence turningS 38°18'42" E for a distance of258.96 feet to an old iron pin; thence turning S 38°27'03" E for a distance of 616.25 feet to an old concrete monument at the right-of-way of TV Road (S-21-26); thence turningS 33°38'44" W for a distance of 53.17 feet along the western right-of-way of TV Road to a new iron pin; thence turning N 23°21 '46" W for a distance of 89.50 feet to a new iron pin, thence turning N 75°48'08" W for a distance of 66.00 feet to a new iron pin; thence turning along a curve to the right with an arc distance of 89.03 feet, having a radius of 130.00 feel and a chord of S 05°25'20" W for a distance of 87.30 feet to a new iron pin, thence turningS 25°02'31" W for a distance of 65.58 feet to a new iron pin; thence turning S 43o 15 '45" W for a distance of 1 01.23 feet to an old concrete monument; thence turning along a curve to the right with an arc distance of 370.84 feet; having a radius of 529.18 feet and a chord of S 63°24'33" W for a distance of 363.30 feet to an old concrete monument; thence turningS 83°24'19" W for a distance of 353.63 feet to an old concrete monument; thence turning along a curve to the right with an arc distance of357.96 feet, having a radius of2181.23 feet and a chord ofS 88°05'42" W for a distance of 357.56 feet to an old concrete monument; thence turning N 87°02'13" W for a distance of 110.42 feet to an old concrete monument on the right-of-way of frontage road (S-21-1744), thence turning N 02°53'12" E for a distance of 49.98 feet to an old concrete monument; thence turning N 87°01 '23" W for a distance of 81.72 feet to a new iron pin, the point of beginning and containing a total area of 29,80 acres, more or less. |
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EXHIBIT A-ll TA Knoxville 615 Watt Road Knoxville, TN 37922 LAND IN KNOX COUNTY AND LOUDON COUNTY, TENNESSEE, DESCRIBED AS FOLLOWS: TRACT 1 (FEE SIMPLE): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGIN OF WATT ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN EXISTING IRON PIN LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 12 DEGREES 09 MINUTES EAST, 249.4 FEET FROM THE INTERSECTION OF THE CENTERLINE OF HICKORY CREEK ROAD AT THE RIGHT-OF-WAY OF WATT ROAD; THENCE SOUTH 30 DEGREES 07 MINUTES 07 SECONDS EAST, 317.87 FEET ALONG THE WESTERLY MARGIN OF WATT ROAD TO AN IRON PIN SET; THENCE SOUTH 20 DEGREES 19 MINUTES 54 SECONDS EAST, 61.66 FEET TO AN IRON PIN SET IN THE WESTERLY MARGIN OF OLD WATT ROAD; THENCE, ALONG THE WESTERLY MARGIN OF OLD WATT ROAD, THE FOLLOWING CALLS; SOUTH 04 DEGREES 03 MINUTES 29 SECONDS EAST; 188.32 FEET TO AN IRON PIN SET; THENCE SOUTH 15 DEGREES 29 MINUTES 03 SECONDS EAST, 17,79 FEET TO AN EXISTING IRON PIN; THENCE LEAVING SAID RIGHT OF WAY LINE, SOUTH 54 DEGREES 34 MINUTES 59 SECONDS WEST, 526.02 FEET TO A IRON PIN SET; THENCE SOUTH 54 DEGREES 33 MINUTES 20 SECONDS, WEST, 243.44 FEET TO AN EXISTING IRON PIN; THENCE NORTH 31 DEGREES 23 MINUTES 41 SECONDS WEST, 629.79 FEET TO AN EXISTING SET STONE; THENCE NORTH 39 DEGREES 25 MINUTES 25 SECONDS WEST, 554,31 FEET TO AN EXISTING IRON PIN; THENCE NORTH 50 DEGREES 03 MINUTES 20 SECONDS EAST, 483.76 FEET TO AN EXISTING IRON PIN; THENCE SOUTH 40 DEGREES 49 MINUTES 35 SECONDS EAST, 622.37 FEET TO AN IRON PIN SET; THENCE NORTH 58 DEGREES 38 MINUTES 11 SECONDS EAST, 378.70 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO THE POINT OF BEGINNING. BEING THE SAME PROPERTY CONVEYED TO HPT TA PROPERTIES TRUST BY DEED OF RECORD IN INSTRUMENT NO. 200703080073084, REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE. ALSO BEING THE SAME PROPERTY CONVEYED TO NATIONAL AUTO/TRUCKSTOPS, INC. BY DEED OF RECORD IN DEED BOOK 205, PAGE 82, AS CORRECTED IN DEED BOOK 243, PAGE 161, REGISTER'S OFFICE FOR LOUDON COUNTY, TENNESSEE, THE SAID NATIONAL AUTO/TRUCKSTOPS, INC, HAVING SINCE MERGED INTO AND BECOME KNOWN AS TA OPERATING CORPORATION AS EVIDENCED BY DOCUMENTS OF RECORD IN TRUST BOOK 560, PAGE 588, REGISTER'S OFFICE FOR LOUDON COUNTY, TENNESSEE AND INSTRUMENT NO. 200104100068398, REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE. THE SAID TA OPERATING CORPORATION HAVING SINCE MERGED INTO AND BECOME KNOWN AS TA OPERATING LLC, AS EVIDENCED BY MERGER DOCUMENTS OF RECORD IN INSTRUMENT NO. 200703080073083 AND INSTRUMENT NO. 200703080073086, REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE. TRACT II (LEASEHOLD): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, AND WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND PARCEL ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND |
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Knoxville, TN 37922 Page 2 LYING ON THE WESTERLY MARGIN OF WATT AND HICKORY CREEK ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN EXISTING IRON PIN LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 12 DEGREES 09 MINUTES EAST, 249.4 FEET FROM THE INTERSECTION OF THE CENTERLINE OF HICKORY CREEK ROAD AT THE RIGHT-OF-WAY OF WATT ROAD; THENCE SOUTH 58 DEGREES 38 MINUTES 11 SECONDS WEST, 378.70 FEET CROSSING THE KNOX COUNTY AND LOUDON COUNTY LINE TO AN IRON PIN SET IN LOUDON COUNTY; THENCE NORTH 40 DEGREES 49 MINUTES 35 SECONDS WEST, 622.37 FEET TO AN EXISTING IRON PIN; THENCE, NORTH 48 DEGREES 06 MINUTES 25 SECONDS EAST, 148.10 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO A SET IRON PIN IN KNOX COUNTY; THENCE NORTH 41 DEGREES 42 MINUTES 35 SECONDS WEST, 108.10 FEET TO AN EXISTING IRON PIN IN THE SOUTH MARGIN OF HICKORY OF HICKORY CREEK ROAD; THENCE ALONG THE SOUTH MARGIN OF HICKORY CREEK ROAD, NORTH 49 DEGREES 36 MINUTES 18 SECONDS EAST, 359.39 FEET TO A SET IRON PIN; THENCE SOUTH 43 DEGREES 39 MINUTES 38 SECONDS EAST, 69,81 FEET ALONG THE WEST MARGIN OF HICKORY CREEK ROAD TO A SET IRON PIN; THENCE SOUTH 11 DEGREES 26 MINUTES 49 SECONDS EAST, 196.94 FEET ALONG SAID RIGHT-OF-WAY LINE TO A SET IRON PIN; THENCE, SOUTH 29 DEGREES 20 MINUTES 49 SECONDS EAST, 140.20 FEET TO A SET IRON PIN; THENCE SOUTH 39 DEGREES 16 MINUTES 49 SECONDS EAST, 414.20 FEET TO THE POINT OF BEGINNING, CONTAINING 299,378 SQUARE FEET OR 6.87 ACRES MORE OR LESS. BEING THE SAME PROPERTY CONVEYED TO HPT GL PROPERTIES LLC BY DEED OF RECORD IN INSTRUMENT NO, 200803170069081, REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE; AND BY DEED OF RECORD IN DEED BOOK 326, PAGE 721, REGISTER'S OFFICE FOR LOUDON COUNTY, TENNESSEE. ALSO, BEING THE SAME PROPERTY LEASED TO UNION OIL COMPANY OF CALIFORNIA AS EVIDENCED BY LEASE AGREEMENT WITH MICHAEL L. PALMER, DAVID L. PALMER, INDIVIDUALLY AND AS TRUSTEE, RICHARD L. PALMER, JOHN E. PALMER, REMAINDERMEN, AND VIRGINIA JEWELL HUBBS PALMER, LIFE TENANT, OF RECORD IN TRUST BOOK 2344, PAGE 318, REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE AND TRUST BOOK 310, PAGE 813, REGISTER'S OFFICE FOR LOUDON COUNTY, TENNESSEE; AS ASSIGNED AND ASSUMED BY TO NATIONAL AUTO/TRUCKSTOPS, INC. (NKA TA OPERATING LLC) IN TRUST BOOK 2738, PAGE 1197, REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE AND TRUST BOOK 310, PAGE 881, REGISTER'S OFFICE FOR LOUDON COUNTY, TENNESSEE; AND AS ASSIGNED TO HPT TA PROPERTIES TRUST IN INSTR. NO. 200703080073085, REGISTER'S OFFICE FOR KNOX COUNTY, TENNESSEE AND TRUST BOOK 972, PAGE 568, REGISTER'S OFFICE FOR LOUDON COUNTY, TENNESSEE. BOTH OF THE ABOVE DESCRIBED PARCELS ALSO BEING DESCRIBED AS FOLLOWS: TRACT 1 (FEE SIMPLE): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGIN OF WATT ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIN SET LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 32 DEGREES, 03 MINUTES 37 SECONDS EAST, 238.64 FEET FROM THE |
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Knoxville, TN 37922 Page 3 INTERSECTION OF THE WESTERLY RIGHT OF WAY OF WATT ROAD WITH THE SOUTHERLY RIGHT OF WAY OF HICKORY CREEK ROAD; THENCE, SOUTH 30 DEGREES 07 MINUTES EAST, 317.87 FEET ALONG THE WESTERLY MARGIN OF WATT ROAD TO AN IRON PIN SET; THENCE, SOUTH 20 DEGREES 19 MINUTES 54 SECONDS EAST, 81,66 FEET TO AN IRON PIN SET IN THE WESTERLY MARGIN OF OLD WATT ROAD; THENCE ALONG THE WESTERLY MARGIN OF OLD WATT ROAD THE FOLLOWING CALLS; SOUTH 04 DEGREES 03 IIINUTES 29 SECONDS EAST, 188.32 FEET TO AN IRON PIN SET; THENCE, SOUTH 15 DEGREES 29 MINUTES 03 SECONDS EAST, 17,79 FEET TO AN EXISTING IRON PIN; THENCE LEAVING SAID RIGHT OF WAY LINE, SOUTH 54 DEGREES 34 MINUTES 59 SECONDS WEST, 526.02 FEET TO AN IRON PIN SET IN THE SOUTH EASEMENT LINE OF A TVA TRANSMISSION LINE; THENCE RUNNING WITH SAID LINE, SOUTH 54 DEGREES 33 MINUTES 20 SECONDS WEST, 293,44 FEET TO AN EXISIING IRON PIN, SAID LINE BEING 50 FEET SOUTH AT RIGHT ANGLES AND PARALLEL TO THE CENTERLINE OF SAID TVA TRANSMISSION LINE; THENCE NORTH 31 DEGREES 23 MINUTES 41 SECONDS WEST, 629.79 FEET TO AN EXISTING SET STONE; THENCE NORTH 39 DEGREES 25 MINUTES 25 SECONDS WEST, 554.31 FEET TO AN EXISTING IRON PIN; THENCE NORTH 50 DEGREES 03 MINUTES 20 SECONDS EAST, 483.76 FEET TO AN EXISTING IRON PIN; THENCE SOUTH 40 DEGREES 49 MINUTES 35 SECONDS EAST, 622.37 FEET TO AN IRON PIN SET; THENCE NORTH 58 DEGREES 38 MINUTES 11 SECONDS EAST, 378.70 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO THE POINT OF BEGINNING CONTAINING 806,118 SQUARE FEET OR 18.50 ACRES. TRACT 2 (LEASEHOLD): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE AND WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND PARCEL ALSO BEING LOCATED IN THE CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGIN OF WATT AND HICKORY CREEK ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIN SET LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 32 DEGREES 03 MINUTES 37 SECONDS EAST, 238.64 FEET FROM THE INTERSECTION OF THE WESTERLY RIGHT OF WAY OF WATT ROAD WITH THE SOUTHERLY RIGHT OF WAY OF HICKORY CREEK, ROAD; |
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Knoxville, TN 37922 Page 4 THENCE SOUTH 58 DEGREES 38 MINUTES 11 SECONDS WEST, 378,70 FEET CROSSING THE KNOX COUNTY AND LOUDON COUNTY LINE TO AN IRON PIN SET IN LOUDON COUNTY; THENCE NORTH 40 DEGREES 49 MINUTES 35 SECONDS WEST, 622,37 FEET TO AN EXISTING IRON PIN; THENCE NORTH 48 DEGREES 06 MINUTES 25 SECONDS EAST, 148.10 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO AN EXISTING IRON PIN IN KNOX COUNTY; THENCE NORTH 41 DEGREES 42 MINUTES 35 SECONDS WEST, 108.10 FEET TO AN EXISTING IRON PIN IN THE SOUTH MARGIN OF HICKORY CREEK ROAD; THENCE ALONG THE SOUTH MARGIN OF HICKORY CREEK ROAD, NORTH 49 DEGREES 36 MINUTES 18 SECONDS EAST, 359.39 FEET TO A SET IRON PIN; THENCE SOUTH 43 DEGREES 39 MINUTES 38 SECONDS EAST, 69,81 FEET ALONG THE WEST MARGIN OF HICKORY CREEK ROAD TO A SET IRON PIN; THENCE SOUTH 11 DEGREES 26 MINUTES 49 SECONDS EAST, 196.94 FEET ALONG SAID RIGHT OF WAY LINE TO A SET IRON PIN; THENCE SOUTH 29 DEGREES 20 MINUTES 49 SECONDS EAST, 140.20 FEET TO A SET IRON PIN; THENCE SOUTH 39 DEGREES 16 MINUTES 19 SECONDS EAST, 414.20 FEET TO THE POINT OF BEGINNING, CONTAINING 299,378 SQUARE FEET OR 6.87 ACRES, MORE OR LESS. TRACTS 1 AND 2 COMBINED BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, WITHOUT THE CITY LIMITS OF KNOXVILLE; TENNESSEE AND ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGI OF WATT ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AN IRON PIN SET LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 32 DEGREES 03 MINUTES 37 SECONDS EAST, 238,64 FEET FROM THE INTERSECTION OF THE WESTERLY RIGHT OF WAY OF WATT ROAD WITH THE SOUTHERLY RIGHT OF WAY OF HICKORY CREEK ROAD; THENCE SOUTH 30 DEGREES 07 MINUTES 07 SECONDS EAST, 317.87 FEET ALONG THE WESTERLY MARGIN OF WATT ROAD TO AN IRON PIN SET; THENCE SOUTH 20 DEGREES I 9 MINUTES 54 SECONDS EAST, 81.66 FEET TO AN IRON PIN SET IN THE WESTERLY MARGIN OF OLD WATT ROAD; THENCE ALONG THE WESTERLY MARGIN OF OLD WATT ROAD THE FOLLOWING CALLS; SOUTH 04 DEGREES 03 MINUTES 29 SECONDS EAST, 188.32 FEET TO AN IRON PIN SET; THENCE SOUTH 15 DEGREES 29 MINUTES 03 SECONDS EAST, 17,79 FEET TO AN EXISTING IRON PIN; |
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Knoxville, TN 37922 Page 5 THENCE LEAVING SAID RIGHT OF WAY LINE; SOUTH 54 DEGREES 34 MINUTES 59 SECONDS WEST, 526,02 FEET TO AN IRON PIN SET IN THE SOUTH EASEMENT LINE OF A TVA TRANSMISSION LINE; THENCE RUNNING WITH SAID LINE, SOUTH 54 DEGREES 33 MINUTES 20 SECONDS WEST, 243.44 FEET TO AN EXISTING IRON PIN; SAID LINE BEING 50 FEET SOUTH AT RIGHT ANGLES AND PARALLEL TO THE CENTERLINE OF SAID TVA TRANSMISSION LINE; THENCE NORTH 31 DEGREES 23 MINUTES 41 SECONDS WEST, 629.79 FEET TO AN EXIS I LNG SET STONE; THENCE NORTH 39 DEGREES 25 MINUTES 25 SECONDS WEST, 554,31 FEET TO AN EXISTING IRON PIN; THENCE NORTH 50 DEGREES 03 MINUTES 20 SECONDS EAST, 483.76 FEET TO AN EXISTING IRON PIN; THENCE NORTH 48 DEGREES 06 MINUTES 25 SECONDS EAST, 148,10 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO ANY EXISTING IRON PIN IN KNOX COUNTY; THENCE NORTH 41 DEGREES 42 MINUTES 35 SECONDS WEST, 108.10 FEET TO AN EXISTING IRON PIN IN THE SOUTH MARGIN OF HICKORY CREEK ROAD; THENCE ALONG THE SOUTH MARGIN OF HICKORY CREEK ROAD, NORTH 49 DEGREES 36 MINUTES 18 SECONDS EAST, 359.39 FEET TO A SET IRON PIN; THENCE SOUTH 43 DEGREES 39 MINUTES 38 SECONDS EAST, 69.81 FEET ALONG THE WEST MARGIN OF HICKORY CREEK ROAD TO A SET IRON PIN; THENCE SOUTH 11 DEGREES 26 MINUTES 49 SECONDS EAST, 196.94 FEET ALONG SAID RIGHT OF WAY LINE TO A SET IRON PIN; THENCE SOUTH 29 DEGREES 20 MINUTES 49 SECONDS EAST, 140.20 FEET TO A SET IRON PIN; THENCE SOUTH 39 DEGREES 16 MINUTE 49 SECONDS EAST, 414.20 FEET TO THE POINT OF BEGINNING, CONTAINING 1,105,496 SQUARE FEET OR 25.37 ACRES MORE OR LESS. |
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EXHIBIT A-12 TA Denton 6420 N 1-35 Denton, TX 76207 BEG INNING at a wooden right-of-way post in the East line of Interstate Highway 35, said post being North 89 degrees 29 minutes West, 282.56 feet, North 88 degrees 47 minutes West, 805 feet and North 03 degrees 02 minutes West, 555.6 feet from the Southeast corner of a certain 80 acre tract of land conveyed by deed dated November 4, 1926 from John Bedrick and wife, Anges Bedrick to Mrs. K. Preston as shown of record in Volume 211, Page 14 of the Deed Records of Denton County, Texas, post being on a curve to the right, said curve having a central angle of 02 degrees 12 minutes 21 seconds, a radius of 11,319.91 feet and a tangent of 217.94 feet, whose chord bears North 01 degree 50 minutes 07 seconds West, 435.80 feet; THENCE along said curve, with the East line oflnterstate Highway 35, an arc distance of 435.82 feet to a set I /2 inch iron rod; THENCE North 00 degrees 04 minutes 00 seconds East, continuing along the East line oflnterstate Highway 35, 527,75 feet to a found concrete monument; THENCE North 61 degrees 00 minutes 00 seconds East, 99.55 feet to a set 1/2 inch iron rod; THENCE South 58 degrees 27 minutes 00 seconds East, along the Southwest line of U.S. Highway 77, I,117.07 feet to a set 1/2 inch iron rod; THENCE South 00 degrees 29 minutes 00 seconds West, 448 .81 feet to a set I /2 inch iron rod; THENCE North 88 degrees 46 minutes 59 seconds West, 1022.12 feet to the POINT OF BEGINNING and containing 17.885 acres or 779,071 square feet of land, more or less. Now known as: Lot I, Block A, DENTON TRAVEL CENTER ADDITION, PHASE I, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in cc# 2009-21, Real Property Records, Denton County, Texas. |
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EXHIBIT A-13 Edinburg, TX 8301 N Expressway 281 Edinburg, TX 78541-7060 A tract of land containing 17.2489 acres (751 ,362 square feet) situated in the County of Hidalgo County, Texas, consisting of 8.6235 (375,640 square feet) out of Lot 17, and 8.6254 acres (375,722 square feet) out of Lot 16, Block 47, Santa Cruz Gardens Subdivision Unit No.2, according to the plat thereof recorded in Volume 8, Page 28, Hidalgo County Map Records, which said 8.6235 acres (375,640 square feet) was conveyed to Edinburg Auto Truck Stop, Inc by virtue of Warranty Deed recorded in Document No. 569099, Hidalgo County Official Records and said 8.6254 acres (375,722 square feet) was conveyed to Edinburg Auto Truck Stop, Inc., by virtue of Warranty Deed recorded in Volume 2656, Page 830, Hidalgo County Official Records, said 17.2489 acres also being more particularly described as follows: BEGINNING at the Northwest corner of Lot 17, Block 47, Santa Cruz Gardens Subdivision Unit No.2, for the Northwest corner of this tract; THENCE, S 81 o 20' 00" E along the North line of Lot 17, Block 47 and within the right of way ofF.M. 2812, a distance of 1252.00 feet to the Northeast corner of this tract; THENCE, 5 08° 52' 00" W along the West right ofway line of U.S. Expressway 281, at a distance of30.00 feet pass a No. 4 rebar found for the South right of way line of F.M. 2912, at a distance of 300.00 feet pass a No.4 rebar found on the South line of Lot 17 and the North line of Lot 16, Block 47, continuing a total distance of 600.00 feet to a No. 4 rebar found on the South line of Lot 16, for the Southeast corner of this tract; THENCE, N 81 o 20' 00" W along the South line of Lot 16, Block 47, a distance of 1252.54 feet to a No.4 rebar found at the Southwest corner of Lot 16, for the Southwest corner of this tract; THENCE, N 08° 56' 25" E along the West line of Lot 16 and 17, Block 47 and the East line of Lake Citrus Estates Subdivision (Vol. 21, Pg. 27, H.C.M.R.), at a distance of 300.00 feet pass a No. 4 rebar found for the Northwest corner of Lot 16, and the Southwest corner of Lot 17, at a distance of 570.00 feet pass a No.4 rebar found for the South right of way line of FM 2812, continuing a total distance of 600.00 feet to the POINT OF BEGINNING, and containing 17.2489 acres (751 ,362 square feet), of which 0.8623 of one acre (37,560 square feet) lies in the right of way ofFM 2812, leaving a net of 16.3866 acres (713,802 square feet) ofland, more or less. |
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EXHIBIT A-14 TA Laredo 1010 Beltway Parkway Laredo, TX 78045 Being Lot Number One (1), in Block Number (1), Travel Centers of America Plat recorded in Volume 26, Page 10, Webb County Plat Records, Texas. |
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EXHIBIT A-15 TA Sweetwater PO Box 1578 Sweetwater, TX 79566 Situated in the County ofNolan, State ofTexas, being part ofthe West one-half(l/2) of Section Fifty Two (52) in Block Twenty Two (22) of the Texas and Pacific Railway Company Surveys and being the same land conveyed by James R. Pace and wife, Barbara P. Pace, to Union Oil Company of California, by deed dated March 4, 1970, recorded in Volume 211, Page 728, Deed Records, Nolan County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 3/8' steel rod found in the West right of way line of Hopkins Road, said rod maintaining the Northeast corner of 5.0 acre tract of land conveyed by Sweetwater 76 Inc. to James L, Bates by deed dated August 7, 1985, recorded in Volume 271, Page 196, said Deed Records; THENCE North 82° 32' 00" West a distance of 1278.71 feet to a 3/8" steel rod found; THENCE North 08° 37' 51" East a distance of 578.47 feet to a P.K. nail set in the South right of way line of U.S. Interstate Highway No. 20, said rod maintaining the Northeast corner of a 1 acre tract of land described as Tract I conveyed by Edward V. Lee and wife, Nedra K. Lee to K.J. Lee and wife, Merle Lee, by deed dated September 24, 1984, recorded in Volume 267, Page 1, said Deed Records; THENCE in a Southeasterly direction with said right of way line and a curve to the left having a radius of 1006.78 feet a distance of 254.17 feet (chord bears South 84° 36' 00" East, 253,50 feet) to a concrete monument found; THENCE South 80° 50' 00" East continuing with the South right of way line of Highway 20 a distance of 574.71 feet to a 1/2" steel rod set at an angle point; THENCE South 42° 30' 00" East a distance of 36.40 feet to a 1/2" steel rod set in the West right of way line of Hopkins Road; THENCE in a Southeasterly direction with said right of way line and a curve to the left having a radius of 858.64 feet a distance of 471.52 feet (chord bears South 15° 54' 00" East, 465.62 feet) to a P.K. Nail set at the end of said curve; THENCE South 26° 45' 53" East continuing with the West right of way line of Hopkins Road a distance of 154.40 to the place of beginning and containing 636,966 square feet or 14.622 acres of land, more or less. |
EXHIBIT B
Form of FIRPTA Certificate
(See attached)
FIRPTA CERTIFICATE
Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. federal income tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by [regarded owner of disregarded entity], a [state/type of entity] ( Transferor ), pursuant to the Property Exchange Agreement, dated as of [ · ], 2015, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and TA Operating LLC, Transferor hereby certifies to [transferee entity] ( Transferee ) the following:
Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and income tax regulations thereunder);
Transferor is not a disregarded entity as defined in Treasury Regulation Section 1.1445-2(b)(2)(iii);
[Disregarded entity name], which has legal title to one or more transferred U.S. real property interests under local law, is disregarded as an entity separate from Transferor for U.S. federal income tax purposes;
Transferors U.S. employer identification number is [ · ]; and
Transferors office address is .
The undersigned and Transferor understand that this certificate may be disclosed to the Internal Revenue Service by Transferee and any transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
[Remainder of page intentionally left blank; signature page follows.]
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Transferor.
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Date: [ · ], 2015
Schedule 1
COFO Properties
TA Montgomery
980 West South Blvd.
Montgomery, Alabama 36105
TA Jackson
PO Box 967
Jackson, Georgia 30529
TA Knoxville
615 Watt Road
Knoxville, Tennessee 37922
TA Denton
6420 N I-34
Denton, Texas 76207
TA Sweetwater
PO Box 1578
Sweetwater, Texas 79566
Schedule 2
Legacy Properties on HPT Land
TA Commerce City
5101 Quebec St.
Commerce City, Colorado 80022
HPT Owner: HPT TA Properties Trust
TA Vero Beach
8909 20th Street
Vero Beach, Florida 32966
HPT Owner: HPT TA Properties Trust
TA Clayton
10346 S. State Rte 39
Clayton, Indiana 46118
HPT Owner: HPT TA Properties LLC
TA Barkeyville
5644 SR8 - P.O. Box 333B
Harrisburg, Pennsylvania
HPT Owner: HPT TA Properties Trust
TA Milesburg
875 N. Eagle Valley Rd. PO Box 656
Milesburg, Pennsylvania
HPT Owner: HPT TA Properties Trust
TA Denmark
155 Hwy 138
Denmark, Tennessee
HPT Owner: HPT TA Properties Trust
TA Wheeling
RR 1 - P.O. Box 1521
Valley Grove, West Virginia
HPT Owner: HPT TA Properties Trust
Schedule 3
Legacy Properties
TA Commerce City
5101 Quebec St.
Commerce City, Colorado 80022
HPT Owner: HPT TA Properties Trust
TA Vero Beach
8909 20th Street
Vero Beach, Florida 32966
HPT Owner: HPT TA Properties Trust
TA Clayton
10346 S. State Rte 39
Clayton, Indiana 46118
HPT Owner: HPT TA Properties LLC
TA Baltimore South
5501 ODonnell Street Cutoff
Baltimore, Maryland
HPT Owner: HPT TA Properties Trust
TA Barkeyville
5644 SR8 - P.O. Box 333B
Harrisburg, Pennsylvania
HPT Owner: HPT TA Properties Trust
TA Milesburg
875 N. Eagle Valley Rd. PO Box 656
Milesburg, Pennsylvania
HPT Owner: HPT TA Properties Trust
TA Denmark
155 Hwy 138
Denmark, Tennessee
HPT Owner: HPT TA Properties Trust
TA Wheeling
RR 1 - P.O. Box 1521
Valley Grove, West Virginia
HPT Owner: HPT TA Properties Trust
Schedule 4
New Properties
Petro Gadsden
1724 West Grand Ave.
Gadsden, Alabama 35904
I-59, Exit 181
Petro Santa Nella
28991 West Gonzaga Road
Santa Nella, California 95322
State Hwy 152 & State Hwy 33
Petro Monee
5915 Monee Rd.
Monee, Illinois 60449
Interstate 57-Exit 335
TA Morris
21 Romines Drive
Morris, Illinois 60450
I-80 & State Rte. 47 (Exit 112)
Petro Greensburg
1409 S. Country Road #850 East
Greensburg, Indiana 4720
Interstate 74 Exit 143
TA Beto Junction
2775 U.S. Hwy 75
Lebo, Kansas 66856
I-35, Exit 155
TA Greenwood
8560 Greenwood Rd.
Greenwood, Louisiana 71033
Interstate 20 (Exit 5)
Petro Florence
3001 TV Road
Florence, South Carolina 29501
I-95 Exit 169
TA Edinburg
8301 N Expressway 281
Edinburg, Texas 78541-7060
US 281 North, Exit FM-2812
TA Laredo
1010 Beltway Parkway
Laredo, Texas 78045
I-35, Exit #13
Schedule 5
Surveys
Real Property |
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Survey |
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Gadsden, AL 1724 West Grand Ave. Gadsden, AL 35904 I-59, Exit 181 |
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ALTA/ACSM Land Title Survey, dated November 12, 2013, coordinated by Commercial Due Diligence Services ( CDDS ). |
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Montgomery, AL 980 W South Blvd Montgomery, AL |
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ALTA/ACSM Land Title Survey dated March 25, 1993, prepared by International Land Surveying (ILC). |
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Petro Santa Nella 28991 West Gonzaga Road State Hwy 152, Exit State Hwy 33 (San Luis Dr.) Santa Nella, CA 95322 |
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ALTA/ACSM Land Title Survey, dated May 20, 2015, prepared by Slooten Consulting, Inc. and coordinated by Smith-Roberts. |
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Commerce City (Denver East), CO 5101 Quebec St. Commerce City, CO |
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ALTA/ACSM Land Title Survey, dated May 19, 2015, last revised May 26, 2015, prepared by Inter-Mountain Engineering and coordinated by Smith-Roberts. |
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Vero Beach, FL 8909 20 th Street Vero Beach, FL |
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ALTA/ACSM Land Title Survey, dated May 1, 2015, prepared by Altamax Surveying and coordinated by Smith-Roberts. |
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Atlanta South, GA Box 967 Jackson, GA |
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ALTA/ACSM Land Title Survey dated January 22, 1993, last revised March 26, 1997, prepared by ILC. |
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Monee, IL 5915 Monee Rd. Interstate 57-Exit 335 Monee, IL 60449 |
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ALTA/ACSM Land Title Survey, dated April 28, 2011, prepared by Dale A. Gray. |
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TA Morris 21 Romines Drive I-80, Exit 112 (Rt. 47) Morris, IL 60450 |
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ALTA/ACSM Land Title Survey, dated May 18, 2015, prepared by Sarko Engineering, Inc. and coordinated by Smith-Roberts. |
Real Property |
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Survey |
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Wilmington, IL Lorenzo Road Wilmington, IL 60481 |
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ALTA/ACSM Land Title Survey, dated January 15, 2015, prepared by Manhard Consulting, LTD. |
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Clayton, IN 10346 S. State Rte 39 Clayton, IN |
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ALTA/ACSM Land Title Survey, dated May 27, 2015, prepared by Bledsoe, Riggert Guerrettaz and coordinated by Smith-Roberts. |
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Greensburg, IN 1409 S. Country Road #850 East Interstate 74 Exit 143 Greensburg, IN 4720 |
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ALTA Survey, dated February 29, 2012, prepared by Mackie Consultants, LLC, coordinated by CDDS. |
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Beto Junction, KS 2775 U.S. Hwy 75 I-35, Exit 155 Lebo, KS 66856 |
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ALTA/ACSM Land Title Survey, dated February 13, 2013, coordinated by CDDS. |
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TA Greenwood 8560 Greenwood Rd., I-20, Exit 5 Greenwood, LA 71033 |
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ALTA/ACSM Land Title Survey, dated May 18, 2015, prepared by Dading, Marques & Associates, LLC and coordinated by Smith-Roberts. |
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Barkeyville, PA 5644 SR8 P.O. Box 333B Harrisburg, PA |
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ALTA/ACSM Land Title Survey, dated May 30, 2015, prepared by Shaheed A. Smith Geospatial, LLC and coordinated by Smith-Roberts. |
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Milesburg, PA 875 N. Eagle Valley Rd P.O. Box 656 Milesburg, PA |
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ALTA/ACSM Land Title Survey, dated May 31, 2015, prepared by Shaheed A. Smith Geospatial, LLC and coordinated by Smith-Roberts. |
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Columbia, SC Bluff Road Columbia, SC 29201 |
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ALTA/ACSM Land Title Survey, dated January 9, 2007, prepared by Cox and Dinkins. |
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Florence, SC 3001 TV Road I-95 Exit 169 Florence, SC 29501 |
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ALTA/ACSM Land Title Survey, dated December 27, 2012, prepared by Johnny Nobles & Associates. |
Real Property |
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Survey |
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Denmark, TN 155 Hwy 138 Denmark (Jackson), TN |
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ALTA/ACSM Land Title Survey, dated May 15, 2015, prepared by Freeland-Clinkscales & Associates, Inc. of NC and coordinated by Smith-Roberts. |
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Knoxville West, TN 615 Watt Rd. Knoxville, TN |
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ALTA/ACSM Land Title Survey dated March 11, 1997, prepared by ILC. |
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Pioneer, TN 289 Howard Baker Highway Pioneer, TN 37847 |
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ALTA/ACSM Land Title Survey, dated June 26, 2013, coordinated by CDDS. |
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Denton, TX 6420 N I-35 Denton, TX |
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ALTA/ACSM Land Title Survey dated March 16, 1993, prepared by ILC. |
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TA Edinburg 8301 N Expressway 281 HWY 281, Exit FM 2812 Edinburg, TX 78541-7060 |
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ALTA/ACSM Land Title Survey, dated (or to be dated) on or about June 1, 2015, prepared by Melden & Hunt, Inc. and coordinated by Smith-Roberts. |
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Hillsboro, TX US 77 Hillsboro, TX 76645 |
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Final Plat, dated August 3, 2007, prepared by The Wallace Group, Inc. |
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TA Laredo I-35, Exit 13, 1010 Beltway Parkway Laredo, TX 78045 |
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ALTA/ACSM Land Title Survey, dated May 22, 2015, prepared by Blue Top Land Surveying and coordinated by Smith-Roberts. |
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Sweetwater, TX Box 1578 Sweetwater, TX |
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ALTA/ACSM Land Title Survey dated March 31, 1997, prepared by ILC. |
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Wheeling, WV RR 1 P.O. Box 1521 Valley Grove, WV 26060 |
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ALTA/ACSM Land Title Survey, dated May 12, 2015, prepared by Freeland-Clinkscales & Associates, Inc. of NC and coordinated by Smith-Roberts. |
Schedule 6
Title Commitments
Real Property |
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Title |
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Gadsden, AL 1724 West Grand Ave. Gadsden, AL 35904 I-59, Exit 181 |
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Title Commitment File No. NCS-727478-01-BOS1, having an effective date of April 17, 2015 at 8:00 a.m., issued by First American Title Insurance Company ( First American ). |
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Montgomery, AL 980 W South Blvd Montgomery, AL |
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Title Commitment File No. NCS-727502-04-BOS1, having an effective date of April 23, 2015 at 8:00 a.m., issued by First American |
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Quartzsite, AZ Quartzsite Avenue Quartzsite, AZ 85346 |
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Lawyers Title Insurance Corporation Policy, having an effective date of January 29, 2008 in the amount of $2,690,000 |
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Petro Santa Nella 28991 West Gonzaga Road State Hwy 152, Exit State Hwy 33 (San Luis Dr.) Santa Nella, CA 95322 |
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Title Commitment No. NCS-727478-04-BOS1, having an effective date of April 03, 2015 at 7:30 a.m., issued by First American |
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Commerce City (Denver East), CO 5101 Quebec St. Commerce City, CO |
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Date Down Endorsement having an effective date of April 28, 2015 issued by Stewart Title Guaranty Company ( Stewart Title ) to Stewart Title Policy No. 0-9701-1734180. |
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Vero Beach, FL 8909 20 th Street Vero Beach, FL |
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Title Commitment NTS No. 15000140276, having an effective date of May 1, 2015 at 8:00 a.m., issued by Stewart Title. |
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Atlanta South, GA Box 967 Jackson, GA |
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Title Commitment No. NCS-727502-01-BOS, having an effective date of April 16, 2015 at 8:00 a.m., issued by First American. |
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Monee, IL 5915 Monee Rd. Interstate 57-Exit 335 Monee, IL 60449 |
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Title Commitment No. NCS-727478-05-BOS1, having an effective date of April 27, 2015, issued by First American. |
Real Property |
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Title |
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TA Morris 21 Romines Drive I-80, Exit 112 (Rt. 47) Morris, IL 60450 |
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Title Commitment No. NCS-727478-06-BOS1, having an effective date of April 23, 2015, issued by First American. |
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Wilmington, IL Lorenzo Road Wilmington, IL 60481 |
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Chicago Title Insurance Company Policy dated February 20, 2015 in the amount of $22,300,00 |
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Clayton, IN 10346 S. State Rte 39 Clayton, IN |
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Date Down Endorsement having an effective date of April 21, 2015 at 8:00 a.m., issued by Stewart Title to Stewart Title Policy No. 0-9701-1561592. |
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Greensburg, IN 1409 S. Country Road #850 East Interstate 74 Exit 143 Greensburg, IN 4720 |
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Title Commitment No. NCS-727478-10-BOS1, having an effective date of April 24, 2015, issued by First American. |
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Beto Junction, KS 2775 U.S. Hwy 75 I-35, Exit 155 Lebo, KS 66856 |
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Title Commitment No. NCS-727478-11-BOS1, having an effective date of April 28, 2015 at 8:00 a.m., issued by First American. |
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TA Greenwood 8560 Greenwood Rd., I-20, Exit 5 Greenwood, LA 71033 |
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Title Commitment No. NCS-727478-12-BOS1, having an effective date of April 25, 2015, issued by First American. |
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Barkeyville, PA 5644 SR8 P.O. Box 333B Harrisburg, PA |
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Title Commitment NTS No. 15000140265, having an effective date of April 29, 2015 at 8:00 a.m., issued by Stewart Title. |
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Milesburg, PA 875 N. Eagle Valley Rd P.O. Box 656 Milesburg, PA |
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Title Commitment NTS No. 15000140264, having an effective date of April 23, 2015, issued by Stewart Title. |
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Columbia, SC Bluff Road Columbia, SC 29201 |
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First American Title Policy dated August 3, 2007 in the amount of $4,800,000. |
Real Property |
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Title |
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Florence, SC 3001 TV Road I-95 Exit 169 Florence, SC 29501 |
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Title Commitment No. NCS-727478-14-BOS1, having an effective date of April 21, 2015 at 8:00 a.m., issued by First American. |
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Denmark, TN 155 Hwy 138 Denmark (Jackson), TN |
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Title Commitment NTS No. 15000140266, having an effective date of April 20, 2015 at 8:00 a.m., revised May 21, 2015, issued by Stewart Title. |
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Knoxville West, TN 615 Watt Rd. Knoxville, TN |
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Title Commitment No. NCS-727502-03-BOS1, having an effective date of April 24, 2015 at 8:00 a.m., issued by First American. |
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Pioneer, TN 289 Howard Baker Highway Pioneer, TN 37847 |
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First American Title Policy dated July 5, 2015 in the amount of $5,075,000. |
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Denton, TX 6420 N I-35 Denton, TX |
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Title Commitment No. NCS-727502-02-BOS1, having an effective date of May 1, 2015 at 8:00 a.m., issued by First American. |
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TA Edinburg 8301 N Expressway 281 HWY 281, Exit FM 2812 Edinburg, TX 78541-7060 |
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Title Commitment No. NCS-727478-15-BOS1, having an effective date of May 6, 2015 at 8:00 a.m., issued by First American. |
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Hillsboro, TX US 77 Hillsboro, TX 76645 |
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First American Title Commitment dated August 7, 2007 in the amount of $1,600,000. |
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TA Laredo I-35, Exit 13, 1010 Beltway Parkway Laredo, TX 78045 |
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Title Commitment No. NCS-727478-16-BOS1, having an effective date of May 11, 2015 at 8:00 a.m., issued by First American. |
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Sweetwater, TX Box 1578 Sweetwater, TX |
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Title Commitment No. NCS-727502-05-BOS1, having an effective date of May 12, 2015 at 8:00 a.m., issued by First American. |
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Wheeling, WV RR 1 P.O. Box 1521 Valley Grove, WV 26060 |
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Date Down Endorsement having an effective date of May 5, 2015 at 8:00 a.m., issued by Stewart Title to Stewart Title Policy No. 0-9993-3376154. |
Exhibit 99.1
Pro Forma Condensed Consolidated Financial Statements (Unaudited)
On June 1, 2015, TravelCenters of America LLC and three of its subsidiaries, which we refer to collectively as we, our, us, or TA, entered into a Transaction Agreement with our principal landlord, Hospitality Properties Trust and four of its subsidiaries, which we refer to collectively as HPT, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2015. The transactions contemplated by the Transaction Agreement, include (i) the amendment and restatement of our lease with HPT for 144 properties, which we refer to as the Prior Lease, (ii) the sale of properties and other assets to, and our lease back of those properties and assets from, HPT and (iii) the purchase of properties from HPT.
On June 9, 2015, we completed the first of the transactions contemplated by the Transaction Agreement as summarized below:
· The Prior Lease was amended and restated into four new leases, which we refer to collectively as the Leases. The initial terms for the Leases end on December 31, 2026, 2028, 2029 and 2030, respectively. Each of the Leases grants us two renewal options of fifteen years each. As of June 9, 2015, after giving effect to the above referenced transactions that were completed on that date, we leased a total of 149 properties from HPT under the Leases.
· On June 9, 2015, HPT purchased from us, for $183.4 million, 10 travel centers we owned and certain assets we owned at eight properties we leased from HPT under the Prior Lease. HPT leased back these properties to us under the Leases. Our annual rent increased by $15.8 million as a result of the sale and lease back of properties completed on June 9, 2015.
· On June 9, 2015, we purchased from HPT, for $45.0 million, five travel centers that we previously leased from HPT under the Prior Lease. Our annual rent decreased by $3.9 million as a result of our completion of the purchase of these properties.
Additional sales contemplated by the Transaction Agreement of four other properties and the assets at three other properties for $96.0 million are expected to close before the end of June 2015, unless we exercise our right to delay the sale and lease of three of the properties with an aggregate sale price of $51.5 million to no later than December 31, 2015. As of the date of this Form 8-K we have not determined whether we will exercise this right to delay. Our annual rent will increase by an additional $8.3 million (for a combined net increase of $20.2 million after giving effect to and assuming completion of all the applicable transactions contemplated by the Transaction Agreement, excluding the five properties we agreed to sell upon completion of their development) upon the completion of the sale and lease back of these remaining properties and assets.
The pro forma financial statements included herein include adjustments related to our purchase of assets and our sale and lease back of assets on June 9, 2015, as well as the additional sale and lease back of four properties and the assets at three other properties for $96.0 million that are expected to occur prior to December 31, 2015, as described above. The pro forma financial statements reflect the amendments to the terms of our leases with HPT.
The adjustments to the pro forma condensed consolidated balance sheet as of March 31, 2015, assume that these transactions occurred on that date. The adjustments to the pro forma condensed consolidated statements of income for the three months ended March 31, 2015, and for the year ended December 31, 2014, assume that these transactions occurred on January 1, 2014. The pro forma financial statements are primarily based on, and should be read in conjunction with our audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2014, which we refer to as our Annual Report, and our unaudited condensed consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which we refer to as our Quarterly Report.
The historical consolidated financial information of TA has been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations. The pro forma financial statements should be read in conjunction with the accompanying notes.
Travel Centers of America LLC
Pro Forma Condensed Consolidated Balance Sheets (Unaudited)
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Current assets: |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
218,151 |
|
$ |
234,340 |
|
2(a) |
|
$ |
452,491 |
|
Accounts receivable (less allowance for doubtful accounts of $1,210 as of March 31, 2015) |
|
119,977 |
|
|
|
|
|
119,977 |
|
|||
Inventories |
|
172,139 |
|
|
|
|
|
172,139 |
|
|||
Other current assets |
|
66,700 |
|
|
|
|
|
66,700 |
|
|||
Total current assets |
|
576,967 |
|
234,340 |
|
|
|
811,307 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Property and equipment, net |
|
814,605 |
|
(191,945 |
) |
2(b) |
|
622,660 |
|
|||
Goodwill and intangible assets, net |
|
57,234 |
|
|
|
|
|
57,234 |
|
|||
Other noncurrent assets |
|
42,758 |
|
|
|
|
|
42,758 |
|
|||
Total assets |
|
$ |
1,491,564 |
|
$ |
42,395 |
|
|
|
$ |
1,533,959 |
|
|
|
|
|
|
|
|
|
|
|
|||
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
$ |
142,513 |
|
$ |
|
|
|
|
$ |
142,513 |
|
Current HPT Leases liabilities |
|
31,785 |
|
7,093 |
|
2(d) |
|
38,878 |
|
|||
Other current liabilities |
|
132,991 |
|
|
|
|
|
132,991 |
|
|||
Total current liabilities |
|
307,289 |
|
7,093 |
|
|
|
314,382 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Noncurrent HPT Leases liabilities |
|
330,290 |
|
(84,777 |
) |
2(c) |
|
245,513 |
|
|||
Deferred gain |
|
|
|
131,355 |
|
2(d) |
|
131,355 |
|
|||
Long term debt |
|
230,000 |
|
|
|
|
|
230,000 |
|
|||
Other noncurrent liabilities |
|
88,668 |
|
(877 |
) |
2(e) |
|
83,746 |
|
|||
|
|
|
|
(4,045 |
) |
2(f) |
|
|
|
|||
Total liabilities |
|
956,247 |
|
48,749 |
|
|
|
1,004,996 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total shareholders equity |
|
535,317 |
|
(6,354 |
) |
2(f) |
|
528,963 |
|
|||
Total liabilities and shareholders equity |
|
$ |
1,491,564 |
|
$ |
42,395 |
|
|
|
$ |
1,533,959 |
|
Travel Centers of America LLC
Pro Forma Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended March 31, 2015
(in thousands, except per share data)
|
|
As reported |
|
Transaction
|
|
Note |
|
Pro forma |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Fuel |
|
$ |
1,003,167 |
|
$ |
|
|
|
|
$ |
1,003,167 |
|
Nonfuel |
|
401,510 |
|
|
|
|
|
401,510 |
|
|||
Rent and royalties from franchisees |
|
3,024 |
|
|
|
|
|
3,024 |
|
|||
Total revenues |
|
1,407,701 |
|
|
|
|
|
1,407,701 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Cost of goods sold (excluding depreciation): |
|
|
|
|
|
|
|
|
|
|||
Fuel |
|
890,780 |
|
|
|
|
|
890,780 |
|
|||
Nonfuel |
|
178,422 |
|
|
|
|
|
178,422 |
|
|||
Total cost of goods sold |
|
1,069,202 |
|
|
|
|
|
1,069,202 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Site level operating |
|
205,584 |
|
|
|
|
|
205,584 |
|
|||
Selling, general & administrative |
|
27,616 |
|
|
|
|
|
27,616 |
|
|||
Real estate rent |
|
55,604 |
|
5,970 |
|
2(g) |
|
61,574 |
|
|||
Depreciation and amortization |
|
17,525 |
|
(2,623 |
) |
2(h) |
|
14,902 |
|
|||
Total operating expenses |
|
306,329 |
|
3,347 |
|
|
|
309,676 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Income from operations |
|
32,170 |
|
(3,347 |
) |
|
|
28,823 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Acquisition costs |
|
414 |
|
|
|
|
|
414 |
|
|||
Interest expense, net |
|
6,332 |
|
(1,452 |
) |
2(g) |
|
4,880 |
|
|||
Income before income taxes and income from equity investees |
|
25,424 |
|
(1,895 |
) |
|
|
23,529 |
|
|||
Provision for income taxes |
|
(10,486 |
) |
737 |
|
2(i) |
|
(9,749 |
) |
|||
Income from equity investees |
|
791 |
|
|
|
|
|
791 |
|
|||
Net income |
|
$ |
15,729 |
|
$ |
(1,158 |
) |
|
|
$ |
14,571 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income per common share: |
|
|
|
|
|
|
|
|
|
|||
Basic and diluted |
|
$ |
0.41 |
|
$ |
(0.03 |
) |
|
|
$ |
0.38 |
|
Travel Centers of America LLC
Pro Forma Condensed Consolidated Statements of Income (Unaudited)
Year Ended December 31, 2014
(in thousands, except per share data)
|
|
As reported |
|
Transaction
|
|
Note |
|
Pro forma |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Fuel |
|
$ |
6,149,449 |
|
$ |
|
|
|
|
$ |
6,149,449 |
|
Nonfuel |
|
1,616,802 |
|
|
|
|
|
1,616,802 |
|
|||
Rent and royalties from franchisees |
|
12,382 |
|
|
|
|
|
12,382 |
|
|||
Total revenues |
|
7,778,633 |
|
|
|
|
|
7,778,633 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Cost of goods sold (excluding depreciation): |
|
|
|
|
|
|
|
|
|
|||
Fuel |
|
5,720,949 |
|
|
|
|
|
5,720,949 |
|
|||
Nonfuel |
|
738,871 |
|
|
|
|
|
738,871 |
|
|||
Total cost of goods sold |
|
6,459,820 |
|
|
|
|
|
6,459,820 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Site level operating |
|
815,611 |
|
|
|
|
|
815,611 |
|
|||
Selling, general & administrative |
|
106,823 |
|
|
|
|
|
106,823 |
|
|||
Real estate rent |
|
217,155 |
|
23,883 |
|
2(g) |
|
241,038 |
|
|||
Depreciation and amortization |
|
65,584 |
|
(10,593 |
) |
2(h) |
|
54,991 |
|
|||
Total operating expenses |
|
1,205,173 |
|
13,290 |
|
|
|
1,218,463 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Income from operations |
|
113,640 |
|
(13,290 |
) |
|
|
100,350 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Acquisition costs |
|
1,160 |
|
|
|
|
|
1,160 |
|
|||
Interest expense, net |
|
16,712 |
|
(5,887 |
) |
2(g) |
|
10,825 |
|
|||
Income before income taxes and income from equity investees |
|
95,768 |
|
(7,403 |
) |
|
|
88,365 |
|
|||
Provision for income taxes |
|
(38,023 |
) |
2,880 |
|
2(i) |
|
(35,143 |
) |
|||
Income from equity investees |
|
3,224 |
|
|
|
|
|
3,224 |
|
|||
Net income |
|
$ |
60,969 |
|
$ |
(4,523 |
) |
|
|
$ |
56,446 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income per common share: |
|
|
|
|
|
|
|
|
|
|||
Basic and diluted |
|
$ |
1.62 |
|
$ |
(0.12 |
) |
|
|
$ |
1.50 |
|
TravelCenters of America LLC
Notes to Condensed Consolidated Pro Forma Financial Statements (Unaudited)
(In thousands except for per share data, unless indicated otherwise)
Note 1. Basis of Presentation
The condensed consolidated pro forma financial statements were derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles, and should be read in conjunction with our Annual Report and Quarterly Report. The pro forma financial statements are presented for informational purposes only and are not necessarily indicative of what our results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the pro forma financial statements do not purport to project our future operating results. The accompanying pro forma financial statements do not reflect adjustments related to the expected sale and lease back of the five properties we expect to sell to HPT after we have completed the construction of travel centers at those properties.
Note 2. Pro Forma Transaction Adjustments
The condensed consolidated pro forma financial statements were prepared based on our historical consolidated financial statements and include adjustments for our purchase of assets and our sale and lease back of assets on June 9, 2015, as well as the additional sale and lease back of assets expected to occur prior to December 31, 2015.
The historical consolidated financial information of TA has been adjusted in the pro forma financial statements to give effect to events that are (1) directly attributable to the transactions, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations. The pro forma statements of income do not reflect the one time transaction related expense adjustment described in note (f) below.
Pro Forma Balance Sheet Adjustments
(a) Cash
Adjustments to cash totaling $234,340 are comprised of proceeds from the sale to HPT of 14 travel centers and certain assets at 11 leased properties for $279,382, less the payment of $45,042 for the purchase of travel centers from HPT. The pro forma statements of income do not assume investment income related to the net increase in cash from the transactions.
(b) Property and equipment, net
Adjustments to property and equipment, net totaling $191,945 are to remove assets related to the sale of 14 travel centers and certain assets at 11 other travel centers to HPT for $142,785 as well as to remove $49,160 of assets related to travel centers that previously did not qualify for sale leaseback accounting under the Prior Lease but do so qualify under the Leases.
(c) Sale leaseback financing obligation
Adjustments to noncurrent HPT Leases liabilities totaling $84,777 consisted of the following:
Elimination of sale leaseback financing obligation liability related to the purchase of five formerly subleased properties |
|
$ |
(34,643 |
) |
Elimination of sale leaseback financing obligation liability related to the properties that now qualify for sale leaseback accounting but were not purchased or sold in the transactions |
|
(50,134 |
) |
|
|
|
$ |
(84,777 |
) |
(d) Deferred gain
In conjunction with the sale of 14 travel centers and certain assets at 11 other travel centers, and properties that now qualify for sale leaseback accounting, we recognized or will recognize after giving effect to and assuming completion of all the applicable transactions contemplated by the Transaction Agreement, an aggregate deferred gain of $138,448 which is to be amortized as a reduction to rent expense over the term of the respective leases on a straight line basis.
The deferred gain is comprised as follows:
Sale of 14 travel centers and certain assets at 11 other travel centers |
|
$ |
137,474 |
|
Properties that now qualify for sale leaseback accounting |
|
974 |
|
|
Total deferred gain |
|
138,448 |
|
|
Less: current portion of deferred gain |
|
(7,093 |
) |
|
Long term deferred gain |
|
$ |
131,355 |
|
(e) Asset retirement obligation
The adjustment to other noncurrent liabilities relates to the removal of asset retirement obligations related to assets sold to HPT totaling $877.
(f) Loss on extinguishment of debt
The purchase of five properties that we formerly leased from HPT and subleased to franchisees resulted in a loss on extinguishment of debt of $10,399 because the lease of these properties had been accounted for as a financing and the purchase prices paid for the properties exceeded the unamortized balance of the sale leaseback financing obligation. The $4,045 tax effect of this loss is reflected as a reduction in other noncurrent liabilities, while the after tax impact is reflected as a reduction to shareholders equity. This loss on extinguishment of debt is not reflected in the pro forma statements of income because it is non-recurring.
Pro Forma Statements of Income Adjustments
(g) Real estate rent
The increase in our base rent payable to HPT as a result of the sale and lease back and purchase transactions described above is calculated as follows:
Proceeds from the sales of 14 travel centers and certain assets at 11 properties |
|
$ |
279,382 |
|
Less: Purchase price of 5 travel centers |
|
(45,042 |
) |
|
Net proceeds from transaction |
|
234,340 |
|
|
Rent increase rate |
|
8.6 |
% |
|
Net increase in base rent |
|
$ |
20,153 |
|
Adjustments to real estate rent expense consisted of the following:
|
|
Three months ended
|
|
Year ended
|
|
||
Increase in base rent due to sales and lease back and purchase transactions |
|
$ |
5,038 |
|
$ |
20,153 |
|
Add: HPT rent previously classified as interest expense |
|
1,452 |
|
5,887 |
|
||
Add: HPT rent previously charged against the sale leaseback financing obligation |
|
636 |
|
2,380 |
|
||
Pro forma increase in real estate rent |
|
7,126 |
|
28,420 |
|
||
Less: Amortization of deferred gain |
|
(2,365 |
) |
(9,458 |
) |
||
Add: Amortization of other existing deferred rent credits over longer amended lease terms |
|
1,209 |
|
4,921 |
|
||
Net adjustment to real estate rent expense |
|
$ |
5,970 |
|
$ |
23,883 |
|
(h) Depreciation and amortization
Adjustments to depreciation and amortization expense in the pro forma statements of income consisted of the following:
|
|
Three months ended
|
|
Year ended
|
|
||
Adjustment to remove depreciation expense related to the assets sold to HPT |
|
$ |
(2,211 |
) |
$ |
(9,009 |
) |
Adjustment to remove depreciation expense related to properties that now qualify for sale leaseback accounting |
|
(412 |
) |
(1,584 |
) |
||
|
|
$ |
(2,623 |
) |
$ |
(10,593 |
) |
(i) Provision for income taxes
The pro forma transaction adjustments have been tax affected at a blended statutory federal and state income tax rate of 38.9%.