TRAVELCENTERS OF AMERICA LLC (Form: 8-K, Received: 06/22/2016 17:11:25)

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 22, 2016

TRAVELCENTERS OF AMERICA LLC

(Exact name of registrant as specified in its charter)

Delaware		001-33274		20-5701514
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

24601 Center Ridge Road, Westlake, Ohio		44145
(Address of principal executive offices)		(Zip Code)

440-808-9100

(Registrant’s 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))

In this Current Report on Form 8-K, the terms “we,” “us” and “our” refer to TravelCenters of America LLC and certain of its subsidiaries and “HPT” refers to Hospitality Properties Trust and certain of its subsidiaries, unless otherwise noted.

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, we entered a Transaction Agreement with our principal landlord, HPT, on June 1, 2015, to, among other things, sell to HPT five travel centers upon the completion of their development at a purchase price equal to their development costs, including the cost of the land, which costs were estimated to be not more than $118 million in the aggregate. HPT also agreed to lease back these development properties to us under our leases with HPT. Also as previously reported, we completed the sale and leaseback of the first of these development properties on March 31, 2016. The Transaction Agreement and related transactions are described further in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, or our Annual Report, and Note 4 to the Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, or our Quarterly Report, which descriptions are incorporated herein by reference.

Since we entered the Transaction Agreement, we have determined that our development of one of the remaining four development properties that we had agreed to sell to and lease back from HPT is unlikely to be completed prior to the time required in the Transaction Agreement. We have not yet determined whether and when we may proceed with that development. On June 22, 2016, we entered a First Amendment to Transaction Agreement, or the Amendment, with HPT to, among other things, replace the sale of that one property which would not be timely completed with two alternative existing travel centers owned by us; and, on June 22, 2016, pursuant to development property agreements we entered with HPT, or the Development Property Agreements, we sold to HPT, for an aggregate of approximately $23.9 million, these two alternative travel centers and HPT leased them back to us.

In connection with the Amendment and the Development Property Agreements, we and HPT entered into amendments to our TA Lease 1, TA Lease 2, TA Lease 3, TA Lease 4 and Petro Lease to, among other things, add the travel centers that we sold to HPT on June 22, 2016 and to extend the term of the Petro Lease to 2032. Minimum annual rent under our TA Lease 1 and TA Lease 3 increased by approximately $1.1 million and $0.9 million, respectively. As a result of these amendments, minimum annual rent under our TA Lease 1 and TA Lease 3 is approximately $50.3 million and $51.5 million, respectively, subject to future adjustments if HPT purchases capital improvements made to the leased travel centers and pursuant to the contractual rent adjustment formulas set forth in the respective leases.

The foregoing descriptions of the Transaction Agreement, the Amendment, the Development Property Agreements, the HPT Leases and the amendments thereto, and the other agreements entered into in connection with the Transaction Agreement and the Amendment are not complete and are qualified in their entirety by reference to the full text of the Transaction Agreement, the Amendment, the Development Property Agreements, the HPT Leases and the amendments thereto and such other agreements, copies of which are filed as Exhibits 10.1 through 10.8 to this Current Report, Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated March 31, 2016, Exhibits 10.1 through 10.6 to our Current Report on Form 8-K dated September 23, 2015, Exhibits 10.1 through 10.4 to our Current Report on Form 8-K dated June 23, 2015, Exhibits 10.1 through 10.4 to our Current Report on Form 8-K dated June 16, 2015, Exhibits 10.1 through 10.10 to our Current Report on Form 8-K dated June 9, 2015 and Exhibit 10.1 to our Current Report on Form 8-K dated June 1, 2015 and are incorporated by reference herein.

Information Regarding Certain Relationships and Related Person Transactions

HPT is our principal landlord and largest shareholder and as of March 31, 2016, owned 3,420,000 of our common shares, representing approximately 8.8% of our outstanding common shares. One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of HPT. Mr. Barry Portnoy’s son, Mr. Adam Portnoy, is also a managing trustee of HPT, and Mr. Barry Portnoy’s son-in-law, Mr. Ethan Bornstein, is an executive officer of HPT. Our other Managing Director, Mr. Thomas O’Brien, who is also our President and Chief Executive Officer, was an executive officer of HPT until 2007. One of our Independent Directors, Mr. Arthur Koumantzelis, was an independent trustee of HPT prior to our spinoff from HPT in 2007. We have significant continuing relationships with HPT, including the lease arrangements referred to in this Current Report.

The RMR Group LLC, or RMR, provides business management services to us pursuant to a business management agreement. The RMR Group Inc. is the managing member of RMR, and ABP Trust, which is the controlling shareholder of The RMR Group Inc., is a non-managing member of RMR. Mr. Barry Portnoy and Mr. Adam Portnoy, are the owners of ABP Trust. Mr. Barry Portnoy is the Chairman of RMR and a Managing Director and officer of The RMR Group Inc. and Mr. Adam Portnoy is the President and Chief Executive Officer of RMR and a Managing Director, President and Chief Executive Officer of The RMR Group Inc. Our other Managing Director, Mr. Thomas O’Brien, Mr. Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark Young, our Executive Vice President and General Counsel, are also officers and employees of RMR. RMR provides management services to HPT and HPT’s executive officers are officers and employees of RMR. A majority of our Independent Directors also serve as independent directors or independent trustees of other public companies to which RMR, or its affiliates, provides 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 serve as officers of those other companies to which RMR or its affiliates provides management services.

Because of the foregoing relationships between us and HPT, the terms of the Amendment and lease amendments described in this Current Report were negotiated and approved by special committees of our Board of Directors and the HPT Board of Trustees composed of Independent Directors and Independent Trustees who are not also Directors or Trustees of the other party, which committees were represented by separate counsel.

For further information about these and other such relationships and related person transactions, please see our Annual Report, our definitive Proxy Statement for our 2016 Annual Meeting of Shareholders, or our Proxy Statement, 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”, “Management’s 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 and Note 4 to the Consolidated Financial Statements included in our Quarterly Report and the sections captioned “Management’s 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 as a result of these and other related person transactions and relationships. Our filings with the SEC and 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 SEC’s website, www.sec.gov.

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, INCLUDING SOME WHICH ARE BEYOND OUR CONTROL. FOR EXAMPLE, WE HAVE AGREED TO SELL TO, AND LEASE BACK FROM, HPT THREE ADDITIONAL TRAVEL CENTERS THAT WE ARE DEVELOPING. THE SALE AND LEASE BACK OF THESE TRAVEL CENTERS ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF LARGE, COMPLEX REAL ESTATE TRANSACTIONS. SOME OF THESE TERMS AND CONDITIONS MAY NOT BE SATISFIED OR OTHER CIRCUMSTANCES MAY EXIST OR ARISE THAT RESULT IN THESE TRANSACTIONS BEING DELAYED, NOT OCCURRING OR THE TERMS CHANGING.

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 SEC’S 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		First Amendment to Transaction Agreement, dated June 22, 2016, 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 and TA Operating LLC (filed herewith)

10.2		Development Property Agreement, dated June 22, 2016, by and among HPT TA Properties LLC and TA Operating LLC (filed herewith)

10.3		Development Property Agreement, dated June 22, 2016, by and among HPT TA Properties LLC and TA Operating LLC (filed herewith)

10.4		First Amendment to Amended and Restated Lease Agreement No. 1, dated June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

10.5		Fourth Amendment to Amended and Restated Lease Agreement No. 2, dated June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

10.6		Second Amendment to Amended and Restated Lease Agreement No. 3, dated June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

10.7		Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

10.8		Amendment to Lease Agreement, dated June 22, 2016, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (filed herewith)

99.1		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.

	TRAVELCENTERS OF AMERICA LLC

Date: June 22, 2016	By:	/s/ ANDREW J. REBHOLZ
		Andrew J. Rebholz
		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

FIRST AMENDMENT TO TRANSACTION AGREEMENT

THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT (this “ Amendment ”) is made as of June 22, 2016, by and among (a) Hospitality Properties Trust, a Maryland real estate investment trust, (b) HPT TA Properties Trust, a Maryland real estate investment trust, (c) HPT TA Properties LLC, a Maryland limited liability company, (d) HPT PSC Properties Trust, a Maryland real estate investment trust, (e) HPT PSC Properties LLC, a Maryland limited liability company, (f) TravelCenters of America LLC, a Delaware limited liability company, (g) TravelCenters of America Holding Company LLC, a Delaware limited liability company, and (h) TA Operating LLC, a Delaware limited liability company.

PRELIMINARY STATEMENTS

The parties hereto are parties to that certain Transaction Agreement, dated as of June 1, 2015 (the “ Transaction Agreement ”), which Transaction Agreement provides for, inter alia, the purchase and sale of certain Development Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Transaction Agreement), including, without limitation, the Development Property located in Quartzsite, Arizona (the “ Quartzsite Development Property ”).

The parties hereto now desire to amend the Transaction Agreement to replace the Quartzsite Development Property with the Petro travel centers having addresses at 1035 West State Road 42, Brazil, Indiana (the “ Brazil Property ”) and 4230 West Highway 24, Remington, Indiana (the “ Remington Property ” and, together with the Brazil Property, collectively the “ Additional Indiana Properties ”) and, in connection therewith, to amend the Amended and Restated TA Leases and the Petro Lease in certain respects.

NOW, THEREFORE, it is agreed, effective as of the date hereof, as follows:

1. Agreement . All references in the Transaction Agreement to the defined term “Agreement” shall mean and refer to the Transaction Agreement as amended by this Amendment.

2. Quartzsite Development Property . The Quartzsite Development Property is removed from the Transaction Agreement and is no longer subject to the Transaction Agreement. All references related to the Quartzsite Development Property on Exhibit A and Schedules 2, 6 and 7 to the Transaction Agreement are hereby deleted. Without limiting the foregoing, all of the text on Exhibit A-4 to the Transaction Agreement is hereby deleted and replaced with a reference to “Intentionally deleted.”

3. Additional Indiana Properties . In lieu of the Quartzsite Development Property, TA Operating will sell, and HPT-TA LLC Landlord will acquire, on the date hereof, the Additional Indiana Properties and any related Intangible Property on the terms and conditions applicable to the purchase and sale of the Development Properties set forth in the Transaction Agreement, as amended hereby, except as otherwise provided herein, in consideration of the payment by HPT of a cash purchase price equal to $23,876,000.00, of which $10,682,000.00 shall be allocated to the Brazil Property and $13,194,000.00 shall be allocated to the Remington Property. The “base year” for the Additional Indiana Properties shall be the 2017 calendar year.

The Brazil Property shall be added to the Amended and Restated Lease No. 3 and the Remington Property will be added to Amended and Restated Lease No. 1, in each case pursuant to lease amendments in the forms attached to this Amendment.

4. Environmental Matters . The representations and warranties made by the TA Parties to the HPT-TA Landlord in Section 2.4 of the Transaction Agreement are incorporated into this Amendment by this reference and are remade as of the date hereof as to the Additional Indiana Properties only; provided, however, that HPT-TA Landlord hereby acknowledges that the Remington Property is subject to the terms of that certain Environmental Restrictive Covenant, dated as of January 16, 2013, by TA Operating and, accordingly, the representations and warranties made by the TA Parties in Section 2.4(b) of the Transaction Agreement with respect to the Remington Property are being made subject to the terms of such Environmental Restrictive Covenant and all matters disclosed therein; provided, further, that the TA Parties hereby represent and warrant to HPT-TA Landlord that the Remington Property and TA Operating are in compliance with all of the terms of such Environmental Restrictive Covenant in all material respects. For purposes of the representation and warranty made in Section 2.4(d) of the Transaction Agreement, the reference therein to Schedule 11 shall refer to Schedule 11 attached to this Amendment.

5. Representations and Warranties . All of the representations and warranties of the parties set forth in Section 4 of the Transaction Agreement are hereby remade by the applicable parties as of the date hereof.

6. Exhibit A . Exhibit A to the Transaction Agreement is further amended by (a) deleting the first page therefrom in its entirety and replacing it with the first page of Exhibit A attached to this Amendment and (b) adding Exhibit A-27 and Exhibit A-28 attached to this Amendment immediately following Exhibit A-26 to the Transaction Agreement.

7. Schedule 2 . Schedule 2 to the Transaction Agreement is further amended to include the following entries:

Petro Brazil

1035 West State Road 42
Brazil, Indiana 47834

Petro Remington

4230 West Highway 24
Remington, Indiana 47977

8. Schedule 6 . Schedule 6 to the Transaction Agreement is further amended to include the following entries:

Real Property		Survey

Brazil, IN 1035 West State Road 42 Brazil, Indiana 47834		ALTA/NSPS Land Title Survey of 22.28 Acre Conveyed to TA Operating LLC Located in the NE 1/4 , Sec. 36. T.12N, R.7W, dated April 28, 2016, prepared by ASA

Real Property		Survey

		Land Surveying (Ref. No. 16-054)

Remington, IN 4230 West Highway 24 Remington, Indiana 47977		ALTA/NSPS Land Title Survey for 4230 W. Highway 24, Remington, Indiana, dated April 4, 2016, last revised April 8, 2016, prepared by Global Land Solutions, LLC, coordinated by Commercial Due Diligence Services

9. Schedule 7 . Schedule 7 to the Transaction Agreement is further amended to include the following entries:

Real Property		Title

Brazil, IN 1035 West State Road 42 Brazil, Indiana 47834		Title Commitment NCS-784030-BOS1, having an effective date of March 21, 2016, issued by First American.

Remington, IN 4230 West Highway 24 Remington, Indiana 47977		Title Commitment No. NCS-784031-BOS1, having an effective date of March 11, 2016, issued by First American.

10. Amendments to Leases . Contemporaneously with the execution and delivery of this Amendment, HPT TA Landlord and TA Operating shall enter into amendments of the Amended and Restated TA Leases in the forms attached hereto as Exhibit B-1 through Exhibit B-4 and HPT-PSC Landlord and TA Operating shall enter into an amendment of the Petro Lease in the form attached to this Amendment as Exhibit B-5 (collectively, the “ Lease Amendments ”), and TA LLC and TA Holding shall execute such Lease Amendments as provided therein.

11. 2007 Transaction Agreement . Reference is made to that certain Transaction Agreement, dated as of January 29, 2007, among HPT, HPT-TA Landlord, TA LLC and The RMR Group Inc., as successor in interest to Reit Management & Research LLC (the “ 2007 Transaction Agreement ”). The parties hereto acknowledge and agree that the terms and provisions of the Lease Amendments amend and restate the terms and provisions of Section 3.2 of the 2007 Transaction Agreement.

12. Ratification . The Transaction Agreement (as amended by this Amendment) is hereby ratified and confirmed.

13. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as a sealed instrument as of the date first above written.

	HOSPITALITY PROPERTIES TRUST


	By:	/s/ John G. Murray
		Name: John G. Murray
		Title: President


	HPT TA PROPERTIES TRUST


	By:	/s/ John G. Murray
		Name: John G. Murray
		Title: President


	HPT TA PROPERTIES LLC


	By:	/s/ John G. Murray
		Name: John G. Murray
		Title: President


	HPT PSC PROPERTIES TRUST


	By:	/s/ John G. Murray
		Name: John G. Murray
		Title: President


	HPT PSC PROPERTIES LLC


	By:	/s/ John G. Murray
		Name: John G. Murray
		Title: President

[Signature Page to First Amendment to Transaction Agreement]

	TRAVELCENTERS OF AMERICA LLC

	By:	/s/ Mark R. Young
		Name: Mark R. Young
		Title: Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC

	By:	/s/ Mark R. Young
		Name: Mark R. Young
		Title: Executive Vice President


	TA OPERATING LLC

	By:	/s/ Mark R. Young
		Name: Mark R. Young
		Title: Executive Vice President

[Signature Page to First Amendment to Transaction Agreement]

Schedule 11

Tanks

Site
Name

Facility ID/
Tank ID

Tank
#

Tank
Type

Active/
Abandoned

Single/Split

Volume

Substance
Stored

Brazil

2640

UST

Active

Single

8000

DEF

Brazil

2640

UST

Removed

Single

8000

Premium UL

Brazil

2640

UST

Removed

Single

20000

Regular UL

Brazil

2640

UST

Active

Single

20000

Diesel

Brazil

2640

UST

Active

Single

20000

Diesel

Brazil

2640

UST

Active

Single

12000

Regular UL

Brazil

2640

UST

Active

Single

10000

Premium UL

Brazil

2640

AST 1

AST

Active

600

Motor Oil

Brazil

2640

AST 2

AST

Active

600

Motor Oil

Remington

15483

UST

Active

Single

10000

DEF

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

10000

Unleaded Gasoline

Remington

15483

UST

Active

Single

10000

Unleaded Gasoline

Remington

15483

UST

Active

Single

10000

Premium Gasoline

Remington

15483

UST

Removed

Single

4000

Kerosene

Remington

15483

UST

Removed

Single

4000

Used Oil

Remington

15483

UST

Removed

Single

4000

New Oil

Remington

15483

UST

Active

Single

4000

Waste Oil

Remington

15483

UST

Active

Single

4000

Lube Oil

Remington

15483

UST

Active

Single

4000

Lube Oil

Exhibit A

Land

Ex.	Site Name	Street Address	City	State	Owner
A-1	Petro Gadsden	1724 West Grand Ave.	Gadsden	AL	TA Operating
A-2	TA Montgomery	980 West South Blvd.	Montgomery	AL	HPT-TA Trust Landlord
A-3	TA Holbrook	3747 Express Dr.	Holbrook	AZ	TA Operating
A-4	Intentionally deleted
A-5	TA Livingston	435 Winton Pkwy.	Livingston	CA	TA Operating
A-6	Petro Santa Nella	28991 West Gonzaga Road	Santa Nella	CA	TA Operating
A-7	TA Jackson	PO Box 967	Jackson	GA	HPT-TA LLC Landlord
A-8	TA Effingham	1702 W. Evergreen	Effingham	IL	TA Operating
A-9	Petro Monee	5915 Monee Rd.	Monee	IL	TA Operating
A-10	TA Morris	21 Romines Drive	Morris	IL	TA Operating
A-11	Petro Wilmington	Lorenzo Road	Wilmington	IL	TA Operating
A-12	Petro Gary	3001 Grant St.	Gary	IN	TA Operating
A-13	Petro Greensburg	1409 S. Country Rd #850 E.	Greensburg	IN	TA Operating
A-14	TA Porter South	1441 W. Highway 20	Porter	IN	TA Operating
A-15	TA Beto Junction	2775 U.S. Hwy 75	Lebo	KS	TA Operating
A-16	TA Greenwood	8560 Greenwood Rd.	Greenwood	LA	TA Operating
A-17	TA Battle Creek	15874 Eleven Mile Rd.	Battle Creek	MI	TA Operating
A-18	TA Columbia	Bluff Road	Columbia	SC	TA Operating
A-19	Petro Florence	3001 TV Road	Florence	SC	TA Operating
A-20	TA Knoxville	615 Watt Road	Knoxville	TN	HPT-TA Trust Landlord
A-21	TA Pioneer	289 Howard Baker Highway	Pioneer	TN	TA Operating LLC
A-22	TA Denton	6420 N I-35	Denton	TX	HPT-TA Trust Landlord
A-23	TA Edinburg	8301 N Expressway 281	Edinburg	TX	TA Operating
A-24	TA Hillsboro	US 77	Hillsboro	TX	TA Operating
A-25	TA Laredo	1010 Beltway Parkway	Laredo	TX	TA Operating
A-26	TA Sweetwater	PO Box 1578	Sweetwater	TX	HPT-TA Trust Landlord
A-27	Petro Brazil	1035 W. State Road 42	Brazil	IN	TA Operating
A-28	Petro Remington	4230 W. Highway 24	Remington	IN	TA Operating

Note: For the avoidance of doubt, the land owned or ground leased by HPT-TA Trust Landlord or HPT-TA LLC Landlord and identified on Schedule 3, Schedule 4-A and Schedule 4-C of this Agreement in connection with certain of the TA Legacy Properties is not included in the defined term Land for purposes of this Agreement.

EXHIBIT A-27

Petro Brazil

1035 West State Road 42
Brazil, Indiana 47834

Real property in the City of Brazil, County of Clay, State of Indiana, described as follows:

TRACT I:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED TO-WIT:

BEGINNING AT THE NORTHEAST CORNER OF SECTION 36; THENCE NORTH 87 DEGREES 48 MINUTES 30 SECONDS WEST 740 FEET ALONG THE NORTH LINE OF SAID SECTION TO A POINT; THENCE SOUTH 00 DEGREES 38 MINUTES 00 SECONDS WEST 775 FEET TO A POINT; THENCE SOUTH 87 DEGREES 48 MINUTES 30 SECONDS EAST 740 FEET TO A POINT ON THE EAST LINE OF SECTION 36; THENCE NORTH 00 DEGREES 38 MINUTES 00 SECONDS EAST ALONG THE EAST LINE OF SAID SECTION 36, 775 FEET TO THE PLACE OF BEGINNING.

TRACT II:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT:

BEGINNING AT A POINT 740 FEET WEST OF THE NORTHEAST CORNER OF SECTION 36; THENCE SOUTH PARALLEL WITH THE EAST SECTION LINE 775 FEET; THENCE WEST PARALLEL WITH THE NORTH SECTION LINE 290 FEET; THENCE NORTH 775 FEET TO THE NORTH SECTION LINE OF SECTION 36; THENCE EAST ALONG THE SECTION LINE 290 FEET TO THE PLACE OF BEGINNING.

TRACT III:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 1030 FEET WEST OF THE NORTHEAST CORNER OF SECTION 36; THENCE SOUTH PARALLEL WITH THE EAST SECTION LINE 775 FEET; THENCE WEST 290 FEET; THENCE NORTH 775 FEET TO THE NORTH SECTION LINE OF SECTION 36; THENCE EAST ALONG THE NORTH SECTION LINE 290 FEET TO THE PLACE OF BEGINNING.

EXCEPTING THEREFROM, A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST;

THENCE EAST 190 FEET; THENCE SOUTH 270 FEET; THENCE WEST 190 FEET; THENCE NORTH 270 FEET TO THE POINT OF BEGINNING.

Exhibit A-27

EXHIBIT A-28

Petro Remington

4230 West Highway 24
Remington, Indiana 47977

Real property in the City of Remington, County of Jasper, State of Indiana, described as follows:

TRACT NO. 1:

A PART OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST, IN CARPENTER TOWNSHIP, JASPER COUNTY, INDIANA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SAID QUARTER; THENCE ON AND ALONG THE SOUTH LINE THEREOF, NORTH 89 DEGREES 18 MINUTES 50 SECONDS WEST (BEARING DERIVED FROM U.S. #24 AND I-65 HIGHWAY PLANS) 2060.28 FEET; THENCE LEAVING THE SAID SOUTH LINE, NORTH 00 DEGREES 40 MINUTES 30 SECONDS EAST 83.16 FEET TO THE POINT OF BEGINNING, SAID POINT ALSO BEING ON THE NORTH RIGHT-OF-WAY LINE OF U.S. #24 AND 250.00 FEET WEST OF THE TERMINAL POINT OF LIMITED ACCESS RIGHT-OF-WAY OF INTERSTATE 65, AND THE SOUTHWEST CORNER OF THE TRACT CONVEYED TO SUN OIL COMPANY BY DEED RECORDED IN DEED RECORD 169 PAGE 463; THENCE ON AND ALONG THE SAID RIGHT-OF-WAY NORTH 89 DEGREES 19 MINUTES 30 SECONDS WEST 100.00 FEET; THENCE LEAVING THE SAID RIGHT-OF-WAY SOUTH 00 DEGREES 40 MINUTES 30 SECONDS WEST 83.14 FEET TO THE SOUTH LINE OF THE SAID QUARTER SECTION; THENCE ON AND ALONG THE SAID SOUTH LINE NORTH 89 DEGREES 18 MINUTES 50 SECONDS WEST 300.00 FEET; THENCE LEAVING THE SAID LINE NORTH 00 DEGREES 40 MINUTES 30 SECONDS EAST 761.59 FEET; THENCE PARALLEL WITH THE CENTERLINE OF U.S. #24, SOUTH 89 DEGREES 19 MINUTES 30 SECONDS EAST 600.00 FEET; THENCE SOUTH 00 DEGREES 40 MINUTES 30 SECONDS WEST 478.51 FEET; THENCE PARALLEL WITH THE CENTER LINE OF U.S. #24, NORTH 89 DEGREES 19 MINUTES 30 SECONDS WEST 200.00 FEET; THENCE SOUTH 00 DEGREES 40 MINUTES 30 SECONDS WEST 200.00 FEET TO THE POINT OF BEGINNING.

TRACT NO. 2:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN CARPENTER TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED BY:

BASIS OF BEARINGS: INDIANA STATE PLAN COORDINATE SYSTEM, WEST ZONE.

COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 20; THENCE SOUTH 89 DEGREES 23 MINUTES 25 SECONDS EAST ALONG THE SECTION LINE, A DISTANCE OF 2844.90 FEET; THENCE NORTH 00 DEGREES 37 MINUTES 43 SECONDS EAST, A DISTANCE OF 761.59 FEET TO THE NORTHWEST CORNER OF THE I-69 AUTO TRUCK PLAZA, INC. PROPERTY, AS DESCRIBED IN DEED RECORD 204 PAGE 461, JASPER COUNTY RECORDER’S OFFICE AND THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE NORTH 00 DEGREES 37 MINUTES 43 SECONDS EAST, A DISTANCE OF 200.00 FEET; THENCE SOUTH 89 DEGREES 22 MINUTES 17 SECONDS

EAST, A DISTANCE OF 600.00 FEET; THENCE SOUTH 00 DEGREES 37 MINUTES 43 SECONDS WEST, A DISTANCE OF 200.00 FEET TO AN EXISTING SURVEY MARKER LOCATED AT THE NORTHEAST CORNER OF SAID I-69 AUTO TRUCK PLAZA, INC. PROPERTY; THENCE NORTH 89 DEGREES 22 MINUTES 17 SECONDS WEST ALONG THE NORTH LINE OF SAID I-69 AUTO TRUCK PLAZA, INC. PROPERTY, A DISTANCE OF 600.00 FEET TO THE POINT OF BEGINNING.

TRACT NO. 3:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN CARPENTER TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED AS FOLLOWS:

THENCE NORTH 00 DEGREES 37 MINUTES 43 SECONDS EAST, A DISTANCE OF 150.00 FEET; THENCE SOUTH 89 DEGREES 22 MINUTES 17 SECONDS EAST, A DISTANCE OF 600.00 FEET; THENCE SOUTH 00 DEGREES 37 MINUTES 43 SECONDS WEST, A DISTANCE OF 150.00 FEET; THENCE NORTH 89 DEGREES 22 MINUTES 17 SECONDS WEST ALONG THE NORTH LINE OF SAID I-69 AUTO TRUCK PLAZA, INC. PROPERTY, A DISTANCE OF 600.00 FEET TO THE POINT OF BEGINNING.

ALL IN JASPER COUNTY, INDIANA.

PIN NUMBERS: 37-02-20-000-08-000-002

37-02-20-000-015-000-002

37-02-20-000-009-001-002

Exhibit A-28

Exhibit B-1

Amendment to Amended and Restated TA Lease No. 1

(See attached copy.)

FIRST AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 1

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (this “ Amendment ”) is made and entered into as of [ · ], 2016, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 1, dated as of June 9, 2015 (the “ Lease ”);

WHEREAS , simultaneously herewith, HPT TA Properties LLC has acquired from Tenant certain land and improvements comprising a travel center having an address at 4230 West Highway 24, Remington, Indiana 47977, as further described on Exhibit A-40 attached to this Amendment (collectively, the “ Remington Property ”);

WHEREAS , Landlord and Tenant desire to amend the Lease to include the Remington Property as a Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) and in certain other respects; and

WHEREAS, Guarantor is executing this Amendment to confirm the continuation of the Guaranty;

NOW, THEREFORE , in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

1. Base Year . The defined term “Base Year” set forth in Section 1.10 of the Lease shall mean, with respect to the Remington Property, the 2017 calendar year.

2. Commencement Date . The defined term “Commencement Date” set forth in Section 1.18 of the Lease shall mean, with respect to the Remington Property, the date of this Amendment.

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

1.66 “ Minimum Rent ” shall mean Fifty Million Three Hundred Nineteen Thousand One Hundred Seventy-Six and 44/100ths Dollars ($50,319,176.44).

Exhibit B-1

4. Leased Property . Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-39” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-40.”

5. Right to Repool Properties . A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

2.5 Right to Repool Properties . Landlord shall have the right from time to time in connection with a financing or other capital raising transaction to terminate the Term of this Agreement with respect to one or more Properties and contemporaneously to lease such Properties back to Tenant or an Affiliated Person as to Tenant under one of the Other Leases, and/or that certain Lease Agreement, dated as of May 30, 2007, among HPT PSC Properties Trust, HPT PSC Properties LLC, and Tenant, as amended, and/or one or more new lease(s) as determined by Landlord (a “ repooling ”), provided that Landlord shall have obtained Tenant’s prior written consent to any such repooling, which consent shall not be unreasonably withheld, conditioned or delayed. Each party agrees to execute and deliver such documentation as the other party may reasonably request in connection with any such new lease or repooling, including, without limitation, a new lease, a lease amendment, and a new guaranty from Guarantor or confirmation from Guarantor that its existing Guaranty applies to any such new lease or lease amendment.

6. Right of First Refusal . A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal .

(a) At no time during the term of this Agreement may Tenant or any Affiliated Person as to Tenant (including, without limitation, TCA or any Affiliated Person as to TCA), directly or indirectly, purchase, lease, mortgage or otherwise finance (including through a sale and leaseback transaction), or participate in the purchase, lease, mortgage or financing of, any Travel Center, or any property intended to be used as a Travel Center, other than a Travel Center or property that is operated or proposed to be operated as a “Petro” or “Petro Stopping Center” or otherwise under the “Petro” brand, in the United States or Canada, without first having (i) provided written notice of such proposed transaction to Landlord, describing such proposed transaction in sufficient detail (including pricing and all other material terms) and offering Landlord the right to purchase, lease, mortgage or finance such Travel Center or property and (ii) negotiated in good faith with Landlord. If, after ten (10) Business Days, Landlord and Tenant (or any applicable Affiliated Person as to Tenant) have not reached agreement on the terms of such purchase, lease, mortgage or financing, Tenant (or such Affiliated Person as to Tenant) will be free to purchase, lease, mortgage or finance such Travel Center or property itself or with others, free of the restrictions of this Section 2.6 .

(b) Tenant agrees that irreparable damage would occur if its obligations under this Section 2.6 were not performed in accordance with their

Exhibit B-1

terms and that Landlord’s remedy at law for Tenant’s breach of its obligations under this Section 2.6 would be inadequate. Upon any such breach, Landlord shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining Tenant and/or such Affiliated Person as to Tenant from continuing such breach. Tenant agrees that the period of restriction and the geographical area of restriction imposed upon Tenant are fair and reasonable. If the provisions of this Section 2.6 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable. Nothing contained in this Section 2.6(b) shall limit Landlord from pursuing any other rights or remedies available to it for any breach by Tenant of any of its obligations under Section 2.6 (including, without limitation, any of the rights or remedies contemplated by Article 12 of this Agreement).

7. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-39” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-40” attached hereto and (b) adding Exhibit A-40 attached to this Amendment immediately following Exhibit A-39 to the Lease.

8. Exhibit C . Exhibit C to the Lease is hereby deleted in its entirety and replaced with Exhibit C attached to this Amendment.

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

10. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-1

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		John G. Murray
		President


	HPT TA PROPERTIES LLC


	By:
		John G. Murray
		President


	TENANT:

	TA OPERATING LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-1

Reference is made to that certain Guaranty Agreement, dated as of June 9, 2015, given by TRAVELCENTERS OF AMERICA LLC and TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, each a Delaware limited liability company (collectively, “ Guarantors ”), to Landlord with respect to Tenant’s obligations under the Lease (the “ Guaranty ”). Guarantors hereby confirm that all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended by this Amendment (and any prior amendments referenced in this Amendment), and said Guarantors hereby reaffirm the Guaranty; and said Guarantors furthermore agree to enter into similar confirmations as to any future amendment(s) of the Lease, as amended by this Amendment, entered into pursuant to Section 2.5 thereof and to enter into a guaranty (in form similar to the Guaranty) of the obligations of the tenant under any new lease entered into pursuant to said Section 2.5. Furthermore, each Guarantor acknowledges the terms and provisions of Section 2.6 of the Lease, as amended by this Amendment, and agrees that it shall comply (and it shall cause all of its Affiliated Persons to comply) with the terms and provisions of said Section 2.6, as if each such Guarantor and any such Affiliated Person had executed said Lease as Tenant thereunder.

	TRAVELCENTERS OF AMERICA LLC


	By:
		Mark R. Young
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-1

EXHIBITS A-1 through A-40

Land

Exhibit	TA Site No.	Property Address
A-1	352	1724 West Grand Avenue, Gadsden, AL 35904.
A-2	226	1501 N. Fort Grant Road, Wilcox, AZ 85643.
A-3	160	27769 Lagoon Drive, Buttonwillow, CA 93206.
A-4	162	4325 Guasti Road, Ontario, CA 91761.
A-5	163	12310 S. Highway 33, Santa Nella, CA 95322.
A-6	174	12151 W. 44th Avenue, Wheat Ridge (Denver West), CO 80033.
A-7	171	3 East Industrial Road , Branford (New Haven), CT 06405.
A-8	178	2112 Highway 71 South, Marianna, FL 32448.
A-9	197	8909 20th Street, Vero Beach, FL 32966.
A-10	177	4401 Highway 17, Richmond Hill (Savannah), GA 31324.
A-11	44	19 N. 430 Route 20, Hampshire (Elgin), IL 60140.
A-12	236	21 Romines Dr., Morris, IL 60450.
A-13	379	1409 S. Country Road #850 East, Greensburg, IN 47240.
A-14	219	1201 Ripley Street, Lake Station, IN 46405.
A-15	46	224 Highway 65 South, Tallulah, LA 71284.
A-16	151	7401 Assateague Drive, Jessup, MD 20794.
A-17	89	200 Baker Road, Dexter (Ann Arbor), MI 48130.
A-18	47	2150 Russell Mt. Gilead Rd., Meridian, MS 39301.
A-19	18	102 NW 4th Street, Concordia, MO 64020.
A-20	172	200 North McCarran Blvd., Sparks, NV 89431.
A-21	211	108 Ocean Drive, Greenland, NH 03840.
A-22	8	3404 W. Highway 66, Gallup, NM 87301.
A-23	14	202 N. Motel Blvd., Las Cruces, NM 88005.
A-24	208	9616 Commerce Drive, Dansville, NY 14437.
A-25	24	940 US Rt. 42, NE, London, OH 43140.
A-26	15	8834 Lake Road, Seville, OH 44273.
A-27	58	5400 Seventy Six Drive, Youngstown, OH 44515.
A-28	212	6 Buckhorn Road, Bloomsburg, PA 17815.
A-29	3	245 Allegheny Blvd., Brookville, PA 15825.
A-30	393	3001 TV Road, Florence, SC 29501.
A-31	117	13011 Old Hickory Blvd., Antioch, TN 37013.
A-32	231	802 E. York, Highway 59, Ganado, TX 77962.
A-33	49	2105 S. Goliad Street, Rockwall, TX 75087.
A-34	60	8836 N. Highway 40, Tooele (Salt Lake City), UT 84074.
A-35	143	1025 Peppers Ferry Rd., Wytheville, VA 24382.
A-36	176	46630 North Bend Way, North Bend (Seattle East), WA 98045.
A-37	149	4195 State Rt. 34, Hurricane, WV 25526.
A-38	192	713 Highway 12, Hudson, WI 54016.
A-39	187	4000 I-80 Service Rd., Burns (Cheyenne), WY 82053.
A-40	382	4230 West Highway 24, Remington, IN 47977.

[See attached copies.]

Exhibit B-1

EXHIBIT A-40

Petro Remington

4230 West Highway 24
Remington, Indiana 47977

Real property in the City of Remington, County of Jasper, State of Indiana, described as follows:

TRACT NO. 1:

A PART OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST, IN CARPENTER TOWNSHIP, JASPER COUNTY, INDIANA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT NO. 2:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN CARPENTER TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED BY:

BASIS OF BEARINGS: INDIANA STATE PLAN COORDINATE SYSTEM, WEST ZONE.

Exhibit B-1

TRACT NO. 3:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN CARPENTER TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED AS FOLLOWS:

ALL IN JASPER COUNTY, INDIANA.

PIN NUMBERS: 37-02-20-000-08-000-002

37-02-20-000-015-000-002

37-02-20-000-009-001-002

Exhibit B-1

EXHIBIT C

Petro Properties

TA Site No.		Property Address
352		1724 West Grand Avenue, Gadsden, AL 35904.
379		1409 S. Country Road #850 East, Greensburg, IN 47240.
393		3001 TV Road, Florence, SC 29501.
382		4230 West Highway 24, Remington, IN 47977

Exhibit B-1

Exhibit B-2

Amendment to Amended and Restated TA Lease No. 2

(See attached copy.)

FOURTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “ Amendment ”) is made and entered into as of [ · ], 2016, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 2, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 23, 2015, and that certain Third Amendment to Amended and Restated Lease No. 2, dated as of September 23, 2015 (as so amended, the “ Lease ”);

WHEREAS , Landlord and Tenant desire to amend the Lease in certain respects; and

WHEREAS, Guarantor (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) is executing this Amendment to confirm the continuation of the Guaranty;

1. Right to Repool Properties . A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

Exhibit B-2

3. Right of First Refusal . A new Section 2.6 is added to the Lease immediately after new Section 2.5 as follows:

2.6 Right of First Refusal .

(b) Tenant agrees that irreparable damage would occur if its obligations under this Section 2.6 were not performed in accordance with their terms and that Landlord’s remedy at law for Tenant’s breach of its obligations under this Section 2.6 would be inadequate. Upon any such breach, Landlord shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining Tenant and/or such Affiliated Person as to Tenant from continuing such breach. Tenant agrees that the period of restriction and the geographical area of restriction imposed upon Tenant are fair and reasonable. If the provisions of this Section 2.6 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable. Nothing contained in this Section 2.6(b) shall limit Landlord from pursuing any other rights or remedies available to it for any breach by Tenant of any of its obligations under Section 2.6 (including, without limitation, any of the rights or remedies contemplated by Article 12 of this Agreement).

Exhibit B-2

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

5. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-2

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		John G. Murray
		President


	HPT TA PROPERTIES LLC


	By:
		John G. Murray
		President


	TENANT:

	TA OPERATING LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-2

	TRAVELCENTERS OF AMERICA LLC


	By:
		Mark R. Young
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-2

Exhibit B-3

Amendment to Amended and Restated TA Lease No. 3

(See attached copy.)

Exhibit B-3

SECOND AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 3

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “ Amendment ”) is made and entered into as of [ · ], 2016, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 3, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015 (as so amended, the “ Lease ”);

WHEREAS , simultaneously herewith, HPT TA Properties LLC has acquired from Tenant certain land and improvements comprising a travel center having an address at 1035 West State Road 42, Brazil, Indiana 47834, as further described on Exhibit A-39 attached to this Amendment (the “ Brazil Property ”);

WHEREAS , Landlord and Tenant desire to amend the Lease to include the Brazil Property as a Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease); and

WHEREAS, Guarantor is executing this Amendment to confirm the continuation of the Guaranty;

1. Base Year . The defined term “Base Year” set forth in Section 1.10 of the Lease shall mean, with respect to the Brazil Property, the 2017 calendar year.

2. Commencement Date . The defined term “Commencement Date” set forth in Section 1.18 of the Lease shall mean, with respect to the Brazil Property, the date of this Amendment.

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

1.66 “ Minimum Rent ” shall mean Fifty-One Million Five Hundred Thirty-Eight Thousand Twenty-Seven and 25/100ths Dollars ($51,538,027.25).

Exhibit B-3

4. Leased Property . Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-38” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-39.”

5. Right to Repool Properties . A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

6. Right of First Refusal . A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal .

Exhibit B-3

7. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-38” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-39” attached hereto and (b) adding Exhibit A-39 attached to this Amendment immediately following Exhibit A-38 to the Lease.

8. Exhibit C . Exhibit C to the Lease is hereby deleted in its entirety and replaced with Exhibit C attached to this Amendment.

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

10. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-3

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		John G. Murray
		President


	HPT TA PROPERTIES LLC


	By:
		John G. Murray
		President


	TENANT:

	TA OPERATING LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-3

	TRAVELCENTERS OF AMERICA LLC


	By:
		Mark R. Young
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-3

EXHIBITS A-1 through A-39

Land

Exhibit	TA Site No.	Property Address
A-1	16	3501 Buttermilk Road, Cottondale (Tuscaloosa), AL 35453.
A-2	225	1010 North 339th Avenue, Tonopah, AZ 85354.
A-3	40	3524 S. Highway 99 W., Corning, CA 96021.
A-4	26	4265 East Guasti Road, Ontario, CA 91761.
A-5	228	2200 Ninth Street, Limon, CO 80828.
A-6	154	1875 Meriden-Waterbury Turnpike, Milldale, CT 06467.
A-7	247	P.O. Box 638, Baldwin, FL 32234.
A-8	258	2995 US Highway 17 South, Brunswick, GA 31525.
A-9	146	981 Cassville-White Road, Cartersville, GA 30121.
A-10	92	505 Truckers Lane R.R. #7, Bloomington, IL 61701.
A-11	35	1702 West Evergreen, Effingham, IL 62401.
A-12	10	2510 Burr Street, Gary, IN 46406.
A-13	173	5930 E. State Road 334, Whitestown, IN 46075.
A-14	93	7777 Burlington Pike, Florence, KY 41042.
A-15	161	1701 N. University Avenue, Lafayette, LA 70507.
A-16	216	5501 O’Donnell St. Cutoff, Baltimore, MD 21224.
A-17	198	6364 Dixie Highway, Saginaw, MI 48722.
A-18	116	6100 Sawyer Road, Sawyer, MI 49125.
A-19	51	854 State Highway 80, Matthews, MO 63867.
A-20	181	6000 E. Frontage Road, Mill City, NV 89418.
A-21	218	I-295 Exit 18 Berkley Rd., Paulsboro, NJ 08066.
A-22	229	1700 U.S. Route 66 West, Moriarty, NM 87035.
A-23	210	125 Neelytown Road, Montgomery (Maybrook), NY 12549.
A-24	11	6762 St. Rt. 127, Eaton (Dayton), OH 45320.
A-25	87	3483 Libbey Road, Perrysburg (Toledo), OH 43551.
A-26	36	801 South Council Road, Oklahoma City (East), OK 73128.
A-27	183	790 NW Frontage Road, Troutdale, OR 97060.
A-28	213	10835 John Wayne Drive, Greencastle, PA 17225.
A-29	214	875 N. Eagle Valley Rd., Milesburg, PA 16853.
A-30	25	1402 E. Main Street, Duncan (Spartanburg), SC 29334.
A-31	157	4400 Peytonville Road, Franklin, TN 37064.
A-32	55	7000 I-40 East Whitaker Road, Amarillo, TX 79118.
A-33	235	8301 N. Expressway 281, Edinburg, TX 78541.
A-34	233	1700 Wilson Road, Terrell, TX 75161.
A-35	186	1100 North 130 West, Parowan, UT 84761.
A-36	142	10134 Lewison Rd., Ashland, VA 23005.
A-37	50	5901 Highway 51, DeForest (Madison), WI 53532.
A-38	234	1400 Higley Blvd., Rawlins, WY 82301.
A-39	376	1035 West State Road 42, Brazil, IN 47834.

[See attached copies.]

Exhibit B-3

EXHIBIT A-39

Petro Brazil

1035 West State Road 42
Brazil, Indiana 47834

Real property in the City of Brazil, County of Clay, State of Indiana, described as follows:

TRACT I:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED TO-WIT:

TRACT II:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT:

TRACT III:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

EXCEPTING THEREFROM, A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST;

Exhibit B-3

THENCE EAST 190 FEET; THENCE SOUTH 270 FEET; THENCE WEST 190 FEET; THENCE NORTH 270 FEET TO THE POINT OF BEGINNING.

Exhibit B-3

EXHIBIT C

Petro Properties

TA Site No.		Property Address
376		1035 West State Road 42, Brazil, IN 47834.

Exhibit B-3

Exhibit B-4

Amendment to Amended and Restated TA Lease No. 4

FIFTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “ Amendment ”) is made and entered into as of [ · ], 2016 by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 4, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 16, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 23, 2015, that certain Third Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 23, 2015, and that certain Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016 (as so amended, the “ Lease ”);

WHEREAS , Landlord and Tenant desire to amend the Lease in certain respects; and

1. Base Year . In accordance with Section 2.2 of the Transaction Agreement dated June 1, 2015 by and among Landlord, Tenant and certain of their Affiliates, Landlord and Tenant confirm that the defined term “Base Year” set forth in Section 1.10 of the Lease means, with respect to the Property located at 160 State Highway 77, Hillsboro, Texas, the 2019 calendar year.

2. Right to Repool Properties . A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

Exhibit B-4

obtained Tenant’s prior written consent to any such repooling, which consent shall not be unreasonably withheld, conditioned or delayed. Each party agrees to execute and deliver such documentation as the other party may reasonably request in connection with any such new lease or repooling, including, without limitation, a new lease, a lease amendment, and a new guaranty from Guarantor or confirmation from Guarantor that its existing Guaranty applies to any such new lease or lease amendment.

3. Right of First Refusal . A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal .

Exhibit B-4

(including, without limitation, any of the rights or remedies contemplated by Article 12 of this Agreement).

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

5. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-4

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		John G. Murray
		President


	HPT TA PROPERTIES LLC


	By:
		John G. Murray
		President


	TENANT:

	TA OPERATING LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-4

	TRAVELCENTERS OF AMERICA LLC


	By:
		Mark R. Young
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-4

Exhibit B-5

Amendment to Petro Lease

(See attached copy.)

AMENDMENT TO LEASE AGREEMENT

THIS AMENDMENT TO LEASE AGREEMENT (this “ Amendment ”) is entered into as of [ · ], 2016, 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 ”);

WHEREAS , Landlord and Tenant wish to amend the Lease to extend the Fixed Term (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) and in certain other respects; and

WHEREAS, Guarantor is executing this Amendment to confirm the continuation of the Guaranty;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

1. Fixed Term . Section 2.3 of the Lease is deleted in its entirety and replaced with the following:

2.3 Fixed Term . The initial term of this Agreement (the “ Fixed Term ”) shall commence on the Commencement Date and shall expire on June 30, 2032.

2. Right to Repool Properties . A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

2.5 Right to Repool Properties . Landlord shall have the right from time to time in connection with a financing or other capital raising transaction to terminate the Term of this Agreement with respect to one or more Properties and contemporaneously to lease such Properties back to Tenant or an Affiliated Person as to Tenant under one or more of the other leases between any Affiliated Person as to Landlord and any Affiliated Person as to Tenant and/or one or more new lease(s) as determined by Landlord (a “ repooling ”), provided that Landlord shall have obtained Tenant’s prior written consent to any such repooling, which consent shall not be unreasonably withheld, conditioned or delayed. Each party agrees to execute and deliver such documentation as the other party may reasonably request in connection with any such new lease or repooling, including, without limitation, a new lease, a lease amendment, and a new guaranty from

Exhibit B-5

Guarantor or confirmation from Guarantor that its existing Guaranty applies to any such new lease or lease amendment.

3. Right of First Refusal . A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal .

(a) At no time during the term of this Agreement may Tenant or any Affiliated Person as to Tenant (including, without limitation, TA or any Affiliated Person as to TA), directly or indirectly, purchase, lease, mortgage or otherwise finance (including through a sale and leaseback transaction), or participate in the purchase, lease, mortgage or financing of, any Travel Center, or any property intended to be used as a Travel Center that is operated or proposed to be operated as a “Petro” or “Petro Stopping Center” or otherwise under the “Petro” brand, in the United States or Canada, without first having (i) provided written notice of such proposed transaction to Landlord, describing such proposed transaction in sufficient detail (including pricing and all other material terms) and offering Landlord the right to purchase, lease, mortgage or finance such Travel Center or property and (ii) negotiated in good faith with Landlord. If, after ten (10) Business Days, Landlord and Tenant (or any applicable Affiliated Person as to Tenant) have not reached agreement on the terms of such purchase, lease, mortgage or financing, Tenant (or such Affiliated Person as to Tenant) will be free to purchase, lease, mortgage or finance such Travel Center or property itself or with others, free of the restrictions of this Section 2.6 .

4. Deferral Agreement . Reference is made to that certain Deferral Agreement, dated as of August 11, 2008, among Landlord and Tenant, among others, as amended (as so amended, the “ Deferral Agreement ”). For the avoidance of doubt, nothing contained in this Amendment

Exhibit B-5

shall affect any of the terms or provisions of the Deferral Agreement or extend the date required for payment of any Deferred Rent (as defined in the Deferral Agreement), such that all such Deferred Rent payable in respect of the Deferral Agreement shall remain due and payable on June 30, 2024.

5. 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.

6. Ratification . As amended hereby, the Lease is hereby ratified and confirmed.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-5

IN WITNESS WHEREOF , the parties have executed this Amendment as a sealed instrument as of the date above first written.

	LANDLORD:

	HPT PSC PROPERTIES TRUST


	By:
		John G. Murray
		President

	HPT PSC PROPERTIES LLC


	By:
		John G. Murray
		President


	TENANT:

	TA OPERATING LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit B-5

Reference is made to the Guaranty of Tenant’s 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 Agreement, and said Guarantor hereby reaffirms the Guaranty; and said Guarantor further agrees to enter into similar confirmations as to any future amendment(s) of the Lease, as amended by this Amendment, entered into pursuant to Section 2.5 thereof and to enter into a guaranty (in form similar to the Guaranty) of the obligations of the tenant under any new lease entered into pursuant to said Section 2.5. Furthermore, Guarantor acknowledges the terms and provisions of Section 2.6 of the Lease, as amended by this Amendment, and agrees that it shall comply (and it shall cause all of its Affiliated Persons to comply) with the terms and provisions of said Section 2.6, as if Guarantor and any such Affiliated Person had executed said Lease as Tenant thereunder.

	TRAVELCENTERS OF AMERICA LLC


	By:
		Mark R. Young
		Executive Vice President

Exhibit 10.2

DEVELOPMENT PROPERTY AGREEMENT

between

HPT TA PROPERTIES LLC,

as Purchaser,

and

TA OPERATING LLC ,

as Seller

June 22, 2016

DEVELOPMENT PROPERTY AGREEMENT

THIS DEVELOPMENT PROPERTY AGREEMENT is made and entered into as of June 22, 2016 (the “ Effective Date ”), between HPT TA Properties LLC, a Maryland limited liability company, together with any of its successors and assigns as expressly permitted hereunder, as purchaser (“ Purchaser ”), and TA Operating LLC, a Delaware limited liability company, as seller (“ Seller ”).

PRELIMINARY STATEMENTS

Purchaser and Seller are parties, among others, to that certain Transaction Agreement, dated as of June 1, 2015, as amended by that certain First Amendment to Transaction Agreement, dated as of the date hereof (as so amended, the “ Transaction Agreement ”), pursuant to which Seller agreed to sell and Purchaser agreed to purchase the Property (this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in Article 1), 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 Development Property Agreement, together with all exhibits attached hereto.

“ Closing ”: the closing and consummation of the purchase and sale transaction contemplated by this Agreement.

“ Improvements ”: collectively, 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 situated upon the Land.

“ 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 related to the ownership, and not the operation, of the Land and Improvements, but only to the extent the foregoing is assignable without cost to Seller.

“ 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 Seller’s right, title and interest in and to the parcel or parcels of land described in Exhibit A together with all easements and appurtenances related thereto.

“ Permitted Encumbrances ”: 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 which are reasonably acceptable to Purchaser; and all matters shown on the Survey which are reasonably acceptable to Purchaser.

“ Property ”: collectively, all of Seller’s right title and interest in and to the Real Property and/or the Intangible Property.

“ Purchase Price ”: Ten Million Six Hundred Eighty-Two Thousand and 00/100ths Dollars ($10,682,000).

“ Purchaser ”: the meaning given such term in the preamble of this Agreement.

“ Real Property ”: collectively, the Land and the Improvements.

“ Seller ”: the meaning given such term in the preamble of this Agreement.

“ Survey ”: the ALTA/NSPS Land Title Survey of 22.28 Acre Conveyed to TA Operating LLC Located in the NE 1/4 , Sec. 36. T.12N, R.7W, dated April 28, 2016, prepared by ASA Land Surveying (Ref. No. 16-054).

“ Title Commitment ”: the title commitment for the Real Property issued by the Title Company and dated March 21, 2016.

“ Title Company ”: First American Title Insurance Company.

ARTICLE 2
PURCHASE AND SALE; CLOSING

2.1 Purchase and Sale . In consideration of the payment of the Purchase Price by Purchaser to Seller as herein provided and for other good and valuable consideration, Seller shall sell the Property to Purchaser, and Purchaser shall purchase the Property from Seller, subject to and in accordance with the terms and conditions of this Agreement.

2.2 Closing . The purchase and sale of the Property shall be consummated contemporaneously with the execution of this Agreement.

2.3 Purchase Price . The purchase price to be paid by Purchaser to Seller for the Property shall be the Purchase Price.

2.4 IRS Real Estate Sales Reporting . Seller shall act as “the person responsible for closing” the transaction which is 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 Seller’s Closing Obligations . On the Effective Date, Seller shall deliver to Purchaser:

(i) A good and sufficient deed with covenants against grantor’s acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying good and marketable fee simple title to the Real Property, 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 TravelCenters of America LLC;

(iii) An executed counterpart amendment of the Amended and Restated TA Lease designated by Purchaser as contemplated by Section 2.2 of the Transaction Agreement; and

(iv) Such other conveyance documents, certificates, deeds, affidavits and other instruments as Purchaser, Seller 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 the Real Property is located.

3.2 Assignment and Assumption of Intangible Property and Indemnity . Seller hereby assigns to Purchaser all of Seller’s right, title and interest in and to the Intangible Property to the extent first arising from and after the Effective Date. Purchaser hereby assumes all of Seller’s obligations with respect to the Intangible Property to the extent first arising from and after the Effective Date. Purchaser hereby agrees to perform all of Seller’s obligations with respect to the Intangible Property to the extent first arising from and after the Effective Date. In each case, subject to any lease or other agreement between Seller and Purchaser that may otherwise allocate responsibilities, Purchaser shall indemnify, defend and hold harmless Seller from and against any and all losses, costs, damages, demands, expenses, fees, fines, including reasonable attorneys’ fees (“ Losses ”) arising from the Intangible Property to the extent first arising from and after the Effective Date and Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Losses arising from the Intangible Property to the extent first arising prior to the Effective Date.

3.3 Purchaser’s Closing Obligation . On the Effective Date, Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available funds as instructed by Seller and shall deliver an executed counterpart amendment of the Amended and Restated TA Lease as contemplated by the Transaction Agreement.

ARTICLE 4
PRORATIONS

4.1 Proration Items . Inasmuch as Seller will be leasing the Property from Purchaser on and after 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 Seller as seller under this Agreement or as the tenant under the lease being amended by Seller and Purchaser.

4.2 Survival . The obligations of the parties under this Article 4 shall survive the Closing.

ARTICLE 5
MISCELLANEOUS

5.1 Like-Kind Exchange . Seller may elect to effectuate the transaction contemplated by this Agreement as part of a forward like-kind exchange in accordance with Section 1031 of the Internal Revenue Code. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, Seller may assign its rights under this Agreement to a “qualified intermediary” in order to facilitate a forward like kind exchange under Section 1031 of the Internal Revenue Code, and Purchaser agrees to execute an instrument acknowledging and consenting to the same; provided , however , such assignment shall not relieve Seller 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 Purchase Price and delivery of the deed 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 Seller and/or Purchaser 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 Survival . The provisions of this Article 5 shall survive the Closing.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be executed as a sealed instrument as of the date first above written.

	PURCHASER:

	HPT TA PROPERTIES LLC


	By:	/s/ John G. Murray
		John G. Murray
		President

	SELLER:

	TA OPERATING LLC


	By:	/s/ Mark R. Young
		Mark R. Young
		Executive Vice President

[Signature Page to Development Property Agreement — Brazil]

Exhibit A

Legal Description

Real property in the City of Brazil, County of Clay, State of Indiana, described as follows:

TRACT I:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED TO-WIT:

TRACT II:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT:

TRACT III:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

EXCEPTING THEREFROM, A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST; THENCE EAST 190 FEET; THENCE SOUTH 270 FEET; THENCE WEST 190 FEET; THENCE NORTH 270 FEET TO THE POINT OF BEGINNING.

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 TravelCenters of America LLC, a Delaware limited liability company (“ Transferor ”), pursuant to the Development Property Agreement, dated as of June , 2016, between TA Operating LLC and HPT TA Properties LLC, Transferor hereby certifies to HPT TA Properties LLC (“ Transferee ”) the following:

1. 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);

2. Transferor is not a disregarded entity as defined in Treasury Regulation Section 1.1445-2(b)(2)(iii);

3. TA Operating LLC, 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;

4. Transferor’s U.S. employer identification number is 20-5701514; and

5. Transferor’s office address is 24601 Center Ridge Road, Westlake, OH 44145.

The undersigned and Transferor understand that this certificate may be disclosed to the Internal Revenue Service by 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.

	TravelCenters of America LLC


	By:
		Name:
		Title:

Date: [ · ]

Exhibit 10.3

DEVELOPMENT PROPERTY AGREEMENT

between

HPT TA PROPERTIES LLC,

as Purchaser,

and

TA OPERATING LLC ,

as Seller

June 22, 2016

DEVELOPMENT PROPERTY AGREEMENT

PRELIMINARY STATEMENTS

NOW, THEREFORE, it is agreed:

ARTICLE 1
DEFINITIONS

“ Agreement ”: this Development Property Agreement, together with all exhibits attached hereto.

“ Closing ”: the closing and consummation of the purchase and sale transaction contemplated by this Agreement.

“ 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 Seller’s right, title and interest in and to the parcel or parcels of land described in Exhibit A together with all easements and appurtenances related thereto.

“ Property ”: collectively, all of Seller’s right title and interest in and to the Real Property and/or the Intangible Property.

“ Purchase Price ”: Thirteen Million One Hundred Ninety-Four Thousand and 00/100ths Dollars ($13,194,000.00).

“ Purchaser ”: the meaning given such term in the preamble of this Agreement.

“ Real Property ”: collectively, the Land and the Improvements.

“ Seller ”: the meaning given such term in the preamble of this Agreement.

“ Survey ”: the ALTA/NSPS Land Title Survey for 4230 W. Highway 24, Remington, Indiana, dated April 4, 2016, last revised April 8, 2016, prepared by Global Land Solutions, LLC, coordinated by Commercial Due Diligence Services.

“ Title Commitment ”: the title commitment for the Real Property issued by the Title Company and dated March 11, 2016.