TRAVELCENTERS OF AMERICA LLC (Form: 8-K, Received: 01/23/2019 16:14:03)

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): January 17, 2019

TravelCenters of America LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33274		20-5701514
(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 filing 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported in our Current Report on Form 8-K dated January 16, 2019, or the January 16 Form 8-K, on January 16, 2019, TravelCenters of America LLC and certain of its subsidiaries, or collectively, the Company, entered into three transaction agreements, or the Transaction Agreements, with the Company’s principal landlord, Hospitality Properties Trust and certain of its subsidiaries, or collectively, HPT. Pursuant to these agreements, among other things, the Company and HPT agreed that the Company would purchase 20 travel center properties from HPT for an aggregate price of approximately $308.2 million and that they would amend their existing five leases pursuant to which the Company then leased 199 travel centers from HPT, four of which we refer to as the TA Leases and one of which we refer to as the Petro Lease, and which collectively we refer to as the HPT Leases. Defined terms used, but not defined, in this Current Report on Form 8-K have the meanings ascribed to such terms in the January 16 Form 8-K. The January 16 Form 8-K is incorporated herein by reference.

On January 17, 2019, the Company completed the first of the transactions contemplated by the Transaction Agreements as follows:

· The Company purchased nine travel center properties from HPT for $140.5 million.

· The Company and HPT entered into a second amendment to TA Lease No. 1, a seventh amendment to TA Lease No. 2 and a third amendment to TA Lease No. 3 to remove the nine purchased properties from those leases and reduce the aggregate minimum annual rent payable by the Company thereunder by $19.7 million.

· The Company and HPT amended its five existing HPT Leases to, among other things:

o extend the term of each lease by three years;

o amend the Company’s obligations to pay deferred rent to HPT so that, commencing on April 1, 2019, the Company will pay to HPT 16 quarterly installments of approximately $4.4 million each (an aggregate of $70.5 million) to fully satisfy and discharge the Company’s $150.0 million deferred rent obligation to HPT that otherwise would have become due in five installments between 2024 and 2030;

o amend the Company’s obligations to pay percentage rent to HPT so that, commencing with the year ending December 31, 2020, the Company will be obligated to pay to HPT an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of our annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019; and

o reallocate among the HPT Leases certain properties the Company continues to lease from HPT.

On January 23, 2019, the Company completed the second of the transactions contemplated by the Transaction Agreements as follows:

· The Company purchased eight travel center properties from HPT for $137.8 million.

· The Company and HPT entered into a third amendment to TA Lease No. 1, a fourth amendment to TA Lease No. 3, a tenth amendment to TA Lease No. 4 and a fourth amendment to the Petro Lease, to remove the eight purchased properties from those leases and reduce the aggregate minimum annual rent payable by the Company thereunder by $19.3 million.

The foregoing descriptions of the Transaction Agreements and the amended HPT Leases do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and amendments, copies of which are filed as exhibits to the January 16 Form 8-K and as Exhibits 10.1 through 10.11 to this Current Report on Form 8-K and are incorporated herein by reference.

Information Regarding Certain Relationships

HPT is the Company’s principal landlord and largest shareholder. As of December 31, 2018, HPT owned 3.4 million of the Company’s common shares, representing approximately 8.5% of the outstanding common shares of the Company. One of the Company’s Managing Directors, Mr. Adam D. Portnoy, is also a managing trustee of HPT. Mr. Ethan S. Bornstein, Mr. Adam D. Portnoy’s brother-in-law, is an executive officer of HPT.

The RMR Group LLC, or RMR LLC, provides business management and shared services to the Company pursuant to a business management and shared services agreement and also provides business management and property management services to HPT pursuant to business and property management agreements with HPT. As of December 31, 2018, RMR LLC owned approximately 1.5 million, or 3.7%, of the Company’s outstanding common shares. Mr. Adam D. Portnoy is the controlling shareholder of The RMR Group Inc., or RMR, Inc., and serves as president, chief executive officer and a managing director of RMR Inc.

The Company’s other Managing Director, Mr. Andrew J. Rebholz, who also serves as the Company’s Chief Executive Officer, Mr. Barry A. Richards, the Company’s President and Chief Operating Officer, Mr. William E. Myers II, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark R. Young, the Company’s Executive Vice President and General Counsel, are officers and employees of RMR LLC. HPT’s executive officers are officers and employees of RMR LLC.

For further information about these and other such relationships and related person transactions, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, or the Company’s Annual Report, the Company’s definitive Proxy Statement for the Company’s 2018 Annual Meeting of Shareholders, or the Company’s Proxy Statement, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, or the Company’s Quarterly Report, and the Company’s other filings with the Securities and Exchange Commission, or the SEC, including Note 12 to the Consolidated Financial Statements included in the Company’s Annual Report, the sections captioned “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Related Party Transactions” and “Warning Concerning Forward Looking Statements” of the Company’s Annual Report, the section captioned “Related Party Transactions” and the information regarding the Company’s Trustees and executive officers in the Company’s Proxy Statement, Note 9 to the Condensed Consolidated Financial Statements included in the Company’s Quarterly Report and the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Related Party Transactions” and “Warning Concerning Forward Looking Statements” of the Company’s Quarterly Report. In addition, please see the section captioned “Risk Factors” of the Company’s Annual Report for a description of risks that may arise from these transactions and relationships. The Company’s filings with the SEC, including the Company’s Annual Report, the Company’s Proxy Statement and the Company’s Quarterly Report, are available at the SEC’s website at www.sec.gov. Copies of certain of the Company’s agreements with these related parties are publicly available as exhibits to the Company’s public filings with the SEC and accessible at the SEC’s website.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS REPORT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. WHENEVER THE COMPANY USES WORDS SUCH AS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,” “ESTIMATE,” “WILL,” “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, THE COMPANY IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S 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 THE COMPANY’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. AMONG OTHERS, THE FORWARD LOOKING STATEMENTS IN THIS CURRENT REPORT THAT MAY NOT OCCUR INCLUDE:

· STATEMENTS THAT THE COMPANY AND HPT HAVE AGREED THAT THE COMPANY WILL PURCHASE 20 TRAVEL CENTER PROPERTIES FROM HPT AND THAT 17 OF THOSE PURCHASES HAVE BEEN COMPLETED. THE PURCHASE OF THE REMAINING THREE TRAVEL CENTER PROPERTIES IS 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 PURCHASES MAY BE DELAYED, MAY NOT OCCUR OR THE TERMS MAY CHANGE.

· STATEMENTS THAT THE COMPANY AND HPT HAVE AMENDED THEIR LEASES, AND PURSUANT TO THE AMENDMENTS, THE AGGREGATE MINIMUM ANNUAL RENT PAYABLE BY THE COMPANY TO HPT UNDER THE LEASES WILL BE REDUCED BY APPROXIMATELY $39.0 MILLION. THIS REDUCTION IN MINIMUM ANNUAL RENT MAY BE TEMPORARY AND SUBSEQUENTLY OFFSET BY INCREASES TO THE MINIMUM ANNUAL RENT PAYABLE BY THE COMPANY TO HPT AS A RESULT OF HPT’S PURCHASE OF QUALIFYING IMPROVEMENTS OR OTHER TRANSACTIONS.

THE INFORMATION CONTAINED IN THE COMPANY’S 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 THE COMPANY’S FORWARD LOOKING STATEMENTS. THE COMPANY’S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, THE COMPANY DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Second Amendment to Amended and Restated Lease Agreement No. 1, dated January 17, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)
10.2		Third Amendment to Amended and Restated Lease Agreement No. 1, dated January 23, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)
10.3		Seventh Amendment to Amended and Restated Lease Agreement No. 2, dated January 17, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)
10.4		Third Amendment to Amended and Restated Lease Agreement No. 3, dated January 17, 2019, 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. 3, dated January 23, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)
10.6		Ninth Amendment to Amended and Restated Lease Agreement No. 4, dated January 17, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)
10.7		Tenth Amendment to Amended and Restated Lease Agreement No. 4, dated January 23, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)
10.8		Amendment to Lease Agreement, dated January 17, 2019, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (filed herewith)
10.9		Amendment to Lease Agreement, dated January 23, 2019, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (filed herewith)
10.10		First Transaction Agreement by and between Hospitality Properties Trust and TravelCenters of America LLC, dated January 16, 2019 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 16, 2019)
10.11		Second Transaction Agreement by and between Hospitality Properties Trust and TravelCenters of America LLC, dated January 16, 2019 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 16, 2019)

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: January 23, 2019	By:	/s/ William E. Myers
		William E. Myers
		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

SECOND AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 1

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (this “ Amendment ”) is made and entered into as of January 17, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 1, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 1, dated as of June 22, 2016 (as so amended, the “ Lease ”);

WHEREAS , Landlord is selling to Tenant, and Tenant is acquiring from Landlord, the Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Centers identified on Schedule 1 attached hereto and made a part hereof (collectively, the “ Removed Properties ”);

WHEREAS, Landlord and Tenant wish to add certain land and improvements comprising a travel center having an address at 8050 Dean Martin Drive, Las Vegas, Nevada 89139 and further described on Exhibit A-41 attached to this Amendment (collectively, the “ Las Vegas Property ”) to the Lease;

WHEREAS , in addition to amending the Lease to remove the Removed Properties from the Lease and to add the Las Vegas Property to the Lease, Landlord and Tenant wish to amend the Lease in certain other respects; and

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

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

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

2. Base Gross Revenues . The defined term “Base Gross Revenues” set forth in Section 1.9 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

3. Base Year . The defined term “Base Year” set forth in Section 1.10 of the Lease is deleted in its entirety and replaced with the following:

“ Base Year ” shall mean, with respect to each Property, the calendar year identified as the Initial Base Year on Exhibit A for such Property (the “ Initial Base Year ”) and/or the 2019 calendar year (the “ 2019 Base Year ”), as applicable.

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

5. Excess Gross Revenues . The defined term “Excess Gross Revenues” set forth in Section 1.34 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

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

“ Minimum Rent ” shall mean Fifty-Two Million Two Hundred Ninety-One Thousand Six Hundred Eleven and 00/100ths Dollars ($52,291,611.00), subject to adjustment as provided in Section 3.1.1(b) .

7. Fixed Term .

(a) Section 2.3 of the Lease is amended to delete the first sentence therefrom in its entirety and to replace it with the following:

The initial term of this Agreement (the “ Fixed Term ”) shall commence on the Commencement Date and shall expire on December 31, 2032.

(b) Section 2.3 of the Lease is also amended to delete the parenthetical “(but not later than December 31, 2027)” from the first sentence of the second paragraph thereof.

8. Extended Terms . Section 2.4 of the Lease is amended to delete the second paragraph therefrom in its entirety and to replace it with the following:

If and to the extent Tenant shall exercise the foregoing options to extend the Term, the first Extended Term shall commence on January 1, 2033 and expire on December 31, 2047 and the second Extended Term shall commence on January 1, January 1, 2048 and expire on December 31, 2062. 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 Initial Base Year and the 2019 Base Year, as applicable, shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2062. 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, 2031, 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, 2046, 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 Landlord’s 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.

9. Additional Rent . Section 3.1.2(a) of the Lease is amended by deleting the first sentence therefrom in its entirety and replacing it with the following:

Tenant shall pay additional rent (“ Additional Rent ”) with respect to each Lease Year (or portion thereof) during the Term subsequent to the Initial Base Year, with respect to each Property, in an amount equal to three percent (3%) of the amount by which Gross Revenues at such Property during such Lease Year exceed Gross Revenues at such Property during the Initial Base Year (or the equivalent portion thereof). In addition, Tenant shall pay Additional Rent with respect to each Lease Year (or portion thereof) during the Term subsequent to the 2019 Base Year, with respect to each Property, in an amount equal to one-half percent (0.5%) of the amount by which Gross Revenues at such Property during such Lease Year exceed Gross Revenues at such Property during the 2019 Base Year (or the equivalent portion thereof). For the avoidance of doubt, the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the Initial Base Year and the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the 2019 Base Year are separate and independent obligations.

10. Deferred Rent . Section 3.1.3(f) of the Lease is deleted in its entirety and replaced with the following:

Deferred Rent . Commencing on April 1, 2019 through January 31, 2023, Tenant shall pay to Landlord, the total amount of Fourteen Million One Hundred Seventy-Five Thousand Two Hundred Thirty-Nine and 00/100ths Dollars ($14,175,239.00) in sixteen (16) equal quarterly installments of Eight Hundred Eighty-Five Thousand Nine Hundred Fifty-Two and 00/100ths Dollars ($885,952.00) on the first Business Day of each calendar quarter during such period.

8. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-40” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-41” attached hereto, (b) deleting the legal descriptions for the Removed Properties from Exhibits A-14, A-19 and A-38 to the Lease and replacing them with “Intentionally deleted”, and (c) adding Exhibit A-41 attached to this Amendment to the end of Exhibit A to the Lease.

9. Ratification . As amended hereby, the Lease is hereby ratified and confirmed and remains 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]

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

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


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


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


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


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


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

[Signature Page to Second Amendment to Amended and Restated Lease Agreement No. 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.

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


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


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


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

[Joinder Page to Second Amendment to Amended and Restated Lease Agreement No. 1]

SCHEDULE 1

REMOVED PROPERTIES

Street Address	City	State	Landlord
1201 Ripley Street	Lake Station	IN	HPT TA Properties LLC
102 NW 4 th Street	Concordia	MO	HPT TA Properties Trust
713 Highway 12	Hudson	WI	HPT TA Properties Trust

Schedule 1(B)

EXHIBITS A-1 through A-41

LAND

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	352	1724 West Grand Avenue, Gadsden, AL 35904	2015
A-2	226	1501 N. Fort Grant Road, Wilcox, AZ 85643	2015
A-3	160	27769 Lagoon Drive, Buttonwillow, CA 93206	2015
A-4	162	4325 Guasti Road, Ontario, CA 91761	2015
A-5	163	12310 S. Highway 33, Santa Nella, CA 95322	2015
A-6	174	12151 W. 44th Avenue, Wheat Ridge (Denver West), CO 80033	2015
A-7	171	3 East Industrial Road , Branford (New Haven), CT 06405	2015
A-8	178	2112 Highway 71 South, Marianna, FL 32448	2015
A-9	197	8909 20th Street, Vero Beach, FL 32966	2015
A-10	177	4401 Highway 17, Richmond Hill (Savannah), GA 31324	2015
A-11	44	19 N. 430 Route 20, Hampshire (Elgin), IL 60140	2015
A-12	236	21 Romines Dr., Morris, IL 60450	2015
A-13	379	1409 S. Country Road #850 East, Greensburg, IN 47240	2015
A-14		Intentionally deleted
A-15	46	224 Highway 65 South, Tallulah, LA 71284	2015
A-16	151	7401 Assateague Drive, Jessup, MD 20794	2015
A-17	89	200 Baker Road, Dexter (Ann Arbor), MI 48130	2015
A-18	47	2150 Russell Mt. Gilead Rd., Meridian, MS 39301	2015
A-19		Intentionally deleted
A-20	172	200 North McCarran Blvd., Sparks, NV 89431	2015
A-21	211	108 Ocean Drive, Greenland, NH 03840	2015
A-22	8	3404 W. Highway 66, Gallup, NM 87301	2015
A-23	14	202 N. Motel Blvd., Las Cruces, NM 88005	2015
A-24	208	9616 Commerce Drive, Dansville, NY 14437	2015
A-25	24	940 US Rt. 42, NE, London, OH 43140	2015
A-26	15	8834 Lake Road, Seville, OH 44273	2015
A-27	58	5400 Seventy Six Drive, Youngstown, OH 44515	2015
A-28	212	6 Buckhorn Road, Bloomsburg, PA 17815	2015
A-29	3	245 Allegheny Blvd., Brookville, PA 15825	2015
A-30	393	3001 TV Road, Florence, SC 29501	2015
A-31	117	13011 Old Hickory Blvd., Antioch, TN 37013	2015
A-32	231	802 E. York, Highway 59, Ganado, TX 77962	2015
A-33	49	2105 S. Goliad Street, Rockwall, TX 75087	2015
A-34	60	8836 N. Highway 40, Tooele (Salt Lake City), UT 84074	2015
A-35	143	1025 Peppers Ferry Rd., Wytheville, VA 24382	2015
A-36	176	46630 North Bend Way, North Bend (Seattle East), WA 98045	2015
A-37	149	4195 State Rt. 34, Hurricane, WV 25526	2015
A-38		Intentionally deleted
A-39	187	4000 I-80 Service Rd., Burns (Cheyenne), WY 82053	2015
A-40	382	4230 West Highway 24, Remington, IN 47977	2017
A-41	108	8050 Dean Martin Drive, Las Vegas, NV 89139	2015

[See attached copies.]

Exhibit A

EXHIBIT A-41

LAND

8050 Dean Martin Drive
Las Vegas, Nevada 89139

[LEGAL DESCRIPTION ATTACHED]

Exhibit A-41

	3.108 Las Vegas, NV 8050 Dean Martin Drive
	Las Vegas, NV 89139
	(TCA Site No. 108)

EXHIBIT A-41

LEGAL DESCRIPTION

A PORTION OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 8, AND THE NORTHWEST QUARTER (NW 1/4) OF SECTION 17, TOWNSHIP 22 SOUTH, M.D.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 8, THENCE SOUTH 88°34’01” EAST ALONG THE SOUTH LINE THEREOF 704.35 FEET TO THE TRUE POINT OF BEGINNING ALSO BEING A POINT ON THE EASTERLY RIGHT OF WAY LINE OF INDUSTRIAL ROAD (80.00 FEET WIDE); THENCE THE FOLLOWING COURSES ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY LINE OF SAID INDUSTRIAL ROAD, NORTH 000’01” EAST, 184.93 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”; THENCE CURVING TO THE RIGHT ALONG THE 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”; THENCE CURVING TO THE LEFT ALONG THE ARC OF SAID CURVE, 109.38 TO A POINT ON THE NORTH LINE OF THE WEST HALF (W 1/2) OF THE SOUTHWEST QUARTER (SW 1/4) OF THE SOUTHEAST QUARTER (SE 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 8; THENCE SOUTH 88°34’51” EAST ALONG THE NORTH LINE THEREOF, 63.75 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 0°01’02” WEST ALONG THE EAST LINE THEREOF. 78.27 FEET TOA POINT ON THE NORTHWESTERLY RIGHT OF WAY LINE 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 FOLLOWING COURSES ALONG BLUE DIAMOND RIGHT OF WAY LINE, CURVING TO THE LEFT ALONG THE ARC OF SAID CURVE 50.70 FEET TO A POINT OF REVERSE CURVE, SAID CURVE BEING CONCAVE NORTHWESTERLY HAVING A RADIUS OF 600.00 FEET AND SUBTENDING A CENTRAL ANGLE OF 48°47’33”; THENCE CURVING TO THE RIGHT ALONG THE ARC OF SAID CURVE, 510.95 FEET TO A POINT OF TANGENCY; THENCE SOUTH 58°46’16” WEST, 214.70 FEET TO A POINT ON THE SOUTH LINE OF SECTION 8; THENCE CONTINUING SOUTH 58°46’16” WEST, 564.47 FEET TO A POINT OF INTERSECTION WITH SAID EASTERLY RIGHT OF WAY LINE OF INDUSTRIAL ROAD; THENCE NORTH 0°00’01” EAST ALONG SAID EASTERLY 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 OCTOBER 13, 2004 IN BOOK 20041013 AS INSTRUMENT NO. 00615 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

Exhibit A-41

Exhibit 10.2

THIRD AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 1

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (this “ Amendment ”) is made and entered into as of January 23, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, the Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Center located at 802 E. York, Highway 59, Ganado, Texas 77962 (the “ Sold Property ”);

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

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

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

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

“ Minimum Rent ” shall mean Fifty Million Six Hundred Seventeen Thousand Two Hundred Eleven and 00/100ths Dollars ($50,617,211.00), subject to adjustment as provided in Section 3.1.1(b) .

3. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-41” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-41” attached hereto and (b) deleting the legal description for the Sold Property from Exhibit A-32 to the Lease and replacing it with “Intentionally deleted”.

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

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

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


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


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


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


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


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

[Signature Page to Third Amendment to Amended and Restated Lease Agreement No. 1]

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


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


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


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

[Joinder Page to Third Amendment to Amended and Restated Lease Agreement No. 1]

EXHIBITS A-1 through A-41

LAND

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	352	1724 West Grand Avenue, Gadsden, AL 35904	2015
A-2	226	1501 N. Fort Grant Road, Wilcox, AZ 85643	2015
A-3	160	27769 Lagoon Drive, Buttonwillow, CA 93206	2015
A-4	162	4325 Guasti Road, Ontario, CA 91761	2015
A-5	163	12310 S. Highway 33, Santa Nella, CA 95322	2015
A-6	174	12151 W. 44th Avenue, Wheat Ridge (Denver West), CO 80033	2015
A-7	171	3 East Industrial Road , Branford (New Haven), CT 06405	2015
A-8	178	2112 Highway 71 South, Marianna, FL 32448	2015
A-9	197	8909 20th Street, Vero Beach, FL 32966	2015
A-10	177	4401 Highway 17, Richmond Hill (Savannah), GA 31324	2015
A-11	44	19 N. 430 Route 20, Hampshire (Elgin), IL 60140	2015
A-12	236	21 Romines Dr., Morris, IL 60450	2015
A-13	379	1409 S. Country Road #850 East, Greensburg, IN 47240	2015
A-14		Intentionally deleted
A-15	46	224 Highway 65 South, Tallulah, LA 71284	2015
A-16	151	7401 Assateague Drive, Jessup, MD 20794	2015
A-17	89	200 Baker Road, Dexter (Ann Arbor), MI 48130	2015
A-18	47	2150 Russell Mt. Gilead Rd., Meridian, MS 39301	2015
A-19		Intentionally deleted
A-20	172	200 North McCarran Blvd., Sparks, NV 89431	2015
A-21	211	108 Ocean Drive, Greenland, NH 03840	2015
A-22	8	3404 W. Highway 66, Gallup, NM 87301	2015
A-23	14	202 N. Motel Blvd., Las Cruces, NM 88005	2015
A-24	208	9616 Commerce Drive, Dansville, NY 14437	2015
A-25	24	940 US Rt. 42, NE, London, OH 43140	2015
A-26	15	8834 Lake Road, Seville, OH 44273	2015
A-27	58	5400 Seventy Six Drive, Youngstown, OH 44515	2015
A-28	212	6 Buckhorn Road, Bloomsburg, PA 17815	2015
A-29	3	245 Allegheny Blvd., Brookville, PA 15825	2015
A-30	393	3001 TV Road, Florence, SC 29501	2015
A-31	117	13011 Old Hickory Blvd., Antioch, TN 37013	2015
A-32		Intentionally deleted
A-33	49	2105 S. Goliad Street, Rockwall, TX 75087	2015
A-34	60	8836 N. Highway 40, Tooele (Salt Lake City), UT 84074	2015
A-35	143	1025 Peppers Ferry Rd., Wytheville, VA 24382	2015
A-36	176	46630 North Bend Way, North Bend (Seattle East), WA 98045	2015
A-37	149	4195 State Rt. 34, Hurricane, WV 25526	2015
A-38		Intentionally deleted
A-39	187	4000 I-80 Service Rd., Burns (Cheyenne), WY 82053	2015
A-40	382	4230 West Highway 24, Remington, IN 47977	2017
A-41	108	8050 Dean Martin Drive, Las Vegas, NV 89139	2015

[See attached copies.]

Exhibits A-1 - A-41

Exhibit 10.3

SEVENTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “ Amendment ”) is made and entered into as of January 17, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 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, that certain Third Amendment to Amended and Restated Lease No. 2, dated as of September 23, 2015, that certain Fourth Amendment to Amended and Restated Lease No. 2, dated as of June 22, 2016, that certain Fifth Amendment to Amended and Restated Lease No. 2, dated as of June 30, 2016, and that certain Sixth Amendment to Amended and Restated Lease No. 2, dated as of September 30, 2016 (as so amended, the “ Lease ”);

WHEREAS , HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, the Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Centers identified on Schedule 1 attached hereto and made a part hereof (collectively, the “ Sold Properties ”);

WHEREAS , Landlord and Tenant desire to remove the Property having an address at 8050 Dean Martin Drive, Las Vegas, Nevada 89139 and further described on Exhibit A-21 to the Lease (together with the Sold Properties, collectively, the “ Removed Properties ”) from the Lease;

WHEREAS , Landlord and Tenant wish to add certain land and improvements comprising a travel center having an address at 10346 S. State Rd. 39, Clayton, Indiana and further described on Exhibit A-41 attached to this Amendment (collectively, the “ Clayton Property ”) to the Lease;

WHEREAS , in addition to amending the Lease to remove the Removed Properties from the Lease and to add the Clayton Property to the Lease, Landlord and Tenant wish to amend the Lease in certain other respects; and

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

NOW, THEREFORE , in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are

hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

2. Base Gross Revenues . The defined term “Base Gross Revenues” set forth in Section 1.9 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

3. Base Year . The defined term “Base Year” set forth in Section 1.10 of the Lease is deleted in its entirety and replaced with the following:

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

5. Excess Gross Revenues . The defined term “Excess Gross Revenues” set forth in Section 1.34 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

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

“ Minimum Rent ” shall mean Forty-Seven Million Two Hundred Forty-Seven Thousand Six Hundred Sixty-Seven and 00/100ths Dollars ($47,247,667.00), subject to adjustment as provided in Section 3.1.1(b) .

7. Fixed Term .

(a) Section 2.3 of the Lease is amended to delete the first sentence therefrom in its entirety and to replace it with the following:

The initial term of this Agreement (the “ Fixed Term ”) shall commence on the Commencement Date and shall expire on December 31, 2031.

(b) Section 2.3 of the Lease is also amended to delete the parenthetical “(but not later than December 31, 2027)” from the first sentence of the second paragraph thereof.

8. Extended Terms . Section 2.4 of the Lease is amended to delete the second paragraph therefrom in its entirety and to replace it with the following:

If and to the extent Tenant shall exercise the foregoing options to extend the Term, the first Extended Term shall commence on January 1, 2032 and expire on December 31, 2046 and the second Extended Term shall commence on January 1, January 1, 2047 and expire on December 31, 2061. 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 Initial Base Year and the 2019 Base Year, as applicable, shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2061. 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, 2030, 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, 2045, 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 Landlord’s 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.

9. Additional Rent . Section 3.1.2(a) of the Lease is amended by deleting the first sentence therefrom in its entirety and replacing it with the following:

amount by which Gross Revenues at such Property during such Lease Year exceed Gross Revenues at such Property during the Initial Base Year (or the equivalent portion thereof). In addition, Tenant shall pay Additional Rent with respect to each Lease Year (or portion thereof) during the Term subsequent to the 2019 Base Year, with respect to each Property, in an amount equal to one-half percent (0.5%) of the amount by which Gross Revenues at such Property during such Lease Year exceed Gross Revenues at such Property during the 2019 Base Year (or the equivalent portion thereof). For the avoidance of doubt, the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the Initial Base Year and the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the 2019 Base Year are separate and independent obligations.

10. Deferred Rent . Section 3.1.3(f) of the Lease is deleted in its entirety and replaced with the following:

Deferred Rent . Commencing on April 1, 2019 through January 31, 2023, Tenant shall pay to Landlord, the total amount of Twelve Million Eight Hundred Forty-Six Thousand Six Hundred Ninety-Two and 00/100ths Dollars ($12,846,692.00) in sixteen (16) equal quarterly installments of Eight Hundred Two Thousand Nine Hundred Eighteen and 00/100ths Dollars ($802,918.00) on the first Business Day of each calendar quarter during such period.

11. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-40” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-41” attached hereto, (b) deleting the legal descriptions for the Removed Properties from Exhibits A-21 , A-24 and A-35 to the Lease and replacing them with “Intentionally deleted”, and (c) adding Exhibit A-41 attached to this Amendment to the end of Exhibit A to the Lease.

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

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

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


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


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


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


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


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

[Signature Page to Seventh Amendment to Amended and Restated Lease Agreement No. 2]

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


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


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


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

[Joinder Page to Seventh Amendment to Amended and Restated Lease Agreement No. 2]

SCHEDULE 1

SOLD PROPERTIES

Street Address	City	State	Landlord
40 Riverside Drive	Fultonville	NY	HPT TA Properties Trust
6170 I-10 East	San Antonio	TX	HPT TA Properties Trust

EXHIBITS A-1 through A-41

Land

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	54	9201 Grand Bay Wilmer Rd, Grand Bay (Mobile), AL 36541	2015
A-2	7	2949 S. Toltec Road, Eloy, AZ 85213	2015
A-3	94	946 West Beale Street, Kingman, AZ, 86401	2015
A-4	33	408 Highway 149 North, Earle (West Memphis), AR 72331	2015
A-5	227	2930 Lenwood Rd., Barstow, CA 92311	2015
A-6	57	19483 Knighton Rd., Redding, CA 96002	2015
A-7	248	1650 C.R. 210 West, Jacksonville (Jacksonville South), FL 32259	2015
A-8	158	11706 Tamp Gateway Blvd., Seffner (Tampa), FL 33584	2015
A-9	156	30732 Highway 441 South, Commerce, GA 30529	2015
A-10	249	6901 Bellville Road, Lake Park, GA 31636	2015
A-11	167	4115 Broadway, Boise, ID 83705	2015
A-12	30	16650 Russell Rd., Russell (Chicago North), IL 60075	2015
A-13	199	819 Edwardsville Road, Troy, IL 62294	2015
A-14	65	2636 E. Tipton Street, Seymour, IN 47274	2015
A-15	66	3210 South 7th Street, Council Bluffs, IA 51501	2015
A-16	237	8560 Greenwood Rd., Greenwood, LA 71033	2015
A-17	69	1255 N. Dixie Hwy, Monroe, MI 48162	2015
A-18	190	13400 Rogers Drive, Rogers, MN 55374	2015
A-19	52	100 North Broadway, Oak Grove, MO 64075	2015
A-20	90	103 Prospectors Drive , Ogallala, NE 69153	2015
A-21		Intentionally deleted
A-22	48	975 St. Rt. 173, Bloomsbury, NJ 08804	2015
A-23	23	HC 69 - Box 120, Santa Rosa, NM 88435.	2015
A-24		Intentionally deleted
A-25	2	1101 NC Highway 61, Whitsett (Greensboro), NC 27377	2015
A-26	39	10679 Lancaster Rd., Hebron, OH 43025	2015
A-27	29	5551 St. Rt. 193, Kingsville, OH 44048	2015
A-28	59	501 South Morgan Road, Oklahoma City (West), OK 73128	2015
A-29	56	21856 Bents Road, NE, Aurora (Portland), OR 97002	2015
A-30	215	4050 Depot Road, Erie (Harborcreek), PA 16510	2015
A-31	12	7848 Linglestown Road, Harrisburg, PA 17112	2015
A-32	13	608 Lovell Road, Knoxville, TN 37932	2015
A-33	17	6800 Thompson Road, Baytown, TX 77522	2015
A-34	230	704 West Interstate 20, Big Spring, TX 79720	2015
A-35		Intentionally deleted
A-36	1	100 N. Carter Road, Ashland (Richmond), VA 23005	2015
A-37	170	435 Winton Parkway, Livingston, CA 95334	2015
A-38	369	3001 Grant Street, Gary, IN 46408	2015
A-39	402	24225 and 24263 West Lorenzo Road, Wilmington, IL 60481	2019
A-40	255	289 Howard Baker Highway, Pioneer, TN 37847	2019
A-41	257	10346 S. State Rd. 39, Clayton, IN 46118	2015

[See attached copies.]

EXHIBIT A-41

LAND

10346 South State Road 39
Clayton, Indiana 46118

[LEGAL DESCRIPTION ATTACHED]

				3.102 Clayton, IN
				10346 S. State Rd. 39
				Clayton, IN 46118
				(TCA Site No. 102)

EXHIBIT A-41

Legal Description

North Parcel

A part of the Northeast Quarter of Section 35, Township 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 Quarter of Section 35, Township 14 North, Range 1 West, said point being South 89 degrees 54 minutes 15 seconds West (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 1036.86 feet on the along the east line of said Northeast Quarter; thence South 89 degrees 58 minutes 48 seconds West 27.09 feet to 5/8” iron rod with cap, said point being on the northerly right-of-way line of Interstate 70, said point also being the POINT OF BEGINNING of this description; (the following three (3) courses are on and along the northerly 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 feet to a 5/8” iron rod with cap; thence North 00 degrees 06 minutes 26 seconds West 297.00 feet to a 5/8” iron rod with cap; thence North 89 degrees 58 minutes 48 seconds East 680.56 feet parallel with the north line of said Northeast Quarter to the POINT OF BEGINNING.

South Parcel

A part of the west half of the Northwest Quarter of Section 36, Township 14 North, Range 1 West, located in Liberty Township, Hendricks County, Indiana, being bounded as follows:

Commencing at the northwest corner (railroad spike found) of the Northwest Quarter of Section 36, Township 14 North, Range 1 West, said point being South 89 degrees 54 minutes 15 seconds West (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 corner of the west half of said Northwest Quarter, said point being collinear and equidistant from the northwest corner of the northeast corner of said Northwest Quarter; thence south 00 degrees 21 minutes 30 seconds East 2115.58 feet of and along the east line of the west half of said Northwest Quarter; thence North 89 degrees 27 minutes 15 seconds West 20.00 feet to a 5/8” iron rod with cap, said point being the POINT OF BEGINNING of this description; thence North 89 degrees 27 minutes 15 seconds West 450.00 feet to a 5/8” iron rod with cap; thence North 00 degrees 21 minutes 30 seconds West 365.13 feet parallel with the east line of the west half of said Northwest Quarter to a 5/8” iron rod with cap; thence South 89 degrees 48 minutes 40 seconds West 210.48 feet to a 5/8” iron rod with 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

Exhibit A-41

5/8”. iron rod with cap; (the following three (3) courses are on and along the southerly right — of - way line of Interstate 70, 1.) thence North 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 19 degrees 46 minutes 34 seconds West 1819.86 feet from the radius point of said curve, said point being 5/8” iron rod with cap; 2.) thence 616.78 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 5/8” iron rod with cap; (the following four (4) courses are 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 cap; 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 east line of the west half of 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 half 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 minutes 30 seconds East 60.20 feet on and along the westerly right-of-way line of State Road 39 and parallel with the east line of the west half of said Northwest Quarter to the POINT OF BEGINNING.

All of the above-described Parcels being the same as follows:

Parcel I

Part of the W ½ of the NW ¼ of Section 36, Township 14 North, Range 1 West, Hendricks County, Indiana, more particularly described as follows:

Commencing at the NE comer of said ½-1/4 Section; running thence South 0 degrees 21 minutes 30 seconds East and along the East line of said ½ - ¼ Section 2115.68 feet; thence North 89 degrees 27 minutes 15 seconds West 20 feet to the beginning point of the description, said point being on the West R/W line of State Road 39; running thence North 89 degrees 27 minutes 15 seconds West 450 feet; thence North 0 degrees 21 minutes 30 seconds West 500.00 feet : Thence North 89 degrees 27 minutes 15 seconds West 130.6 feet; thence North 27 degrees 06 minutes 30 seconds West 132 feet; thence North 00 degrees 21 minutes 30 seconds West 332.95 feet to the South R/W line of the Southwest ramp of 1-70, said R/W line being on a curve having a radius of 1819.86 feet and a Delta angle of 6 degrees 14 minutes; thence and Easterly direction along side R/W line 261.50 feet; thence South 88 degrees 05 minutes 10 seconds East and along said R/W line 252.20 feet to the westerly R/W line of State Road 39 approach to 1-70; thence South 37 degrees 08 minutes 30 seconds East and along said R/W line 62.43 feet; thence South 12 degrees 46 minutes East and along said R/W line 255.97 feet; thence South 00 degrees 21 minutes 30

Exhibit A-41

seconds East and along said R/W line 169.13 feet; thence North 89 degrees 27 minutes 15 seconds West 45 feet to the Access R/W line of State Road 39 approach to 1-70; thence South 00 degrees 21 minutes 30 seconds East and along said R/W line 231.58 feet; thence South 89 degrees 38 minutes 30 seconds East and along said R/W line 45 feet; thence South 0 degrees 21 minutes 30 seconds East and along said R/W line 150 feet; thence South 35 degrees 21 minutes 10 seconds East and along said R/W line 61.03 feet to the West R/W line of State Road 39; thence South 0 degrees 21 minutes 30 seconds East and along said R/W line 69.68 feet to the point of beginning.

Parcel II

Part of the West half of the Northwest Quarter of Section 36, Township 14 North, Range 1 West, Hendricks County, Indiana, more particularly described as follows:

Commencing at the Northeast corner of said half quarter section, running thence South 0 degrees 21 minutes 30 seconds East and along the East line of said half quarter section 1615.68 feet; thence North 89 degrees 27 minutes 15 seconds West 470 feet to the beginning point of this description; running thence South 0 degrees 21 minutes 30 seconds East 134.87 feet; thence South 89 degrees 48 minutes 40 seconds West 850.27 feet to the West line of said half quarter section, thence North 0 degrees 21 minutes 30 seconds West and along said West line 389.13 feet to the Southerly right of way line on Interstate # 70; thence North 70 degrees 13 minutes 26 seconds East and along said right of way line 334.93 feet to the P.C. of a curve to the right, said curve having a Delta of 11 degrees 11 minutes 04 seconds and a radius of 1819.86 feet thence in a Northeasterly direction along said curve and along said right of way line 355.25 feet; thence South 0 degrees 21 minutes 30 seconds East 332.95 feet; thence South 27 degrees 06 minutes 30 seconds East 132 feet, thence South 89 degrees 27 minutes 15 seconds East 130.50 feet to the point of beginning.

Parcel III

Part of the Northeast Quarter of Section 35, Township 14 North, Range 1 West, Hendricks County, Indiana, more particularly described as follows:

Commencing at the Northeast corner of the West half of the Northwest Quarter of Section 36, Township 14 North, Range 1 West, in said Hendricks County, running thence South 0 degrees 21 minutes 30 seconds East and along the East line of said half Quarter Section 1615.68 feet; thence North 89 degrees 27 minutes 15 seconds West 470 feet, thence South 0 degrees 21 minutes 30 seconds East 134.87 feet; thence South 89 degrees 48 minutes 40 seconds West 850.27 feet to the East line of the Northeast Quarter of said Section 35, said point of being the beginning point of this description; running thence South 89 degrees 48 minutes 40 seconds West 711.60 feet; thence North 0 degrees 01 minutes 15 seconds West 143.40 feet to the Southerly right of way line of Interstate #70; thence North 67 degrees 56 minutes East and along said right of way line 358.95 feet, thence North 73 degrees 52 minutes 15 seconds East and along said tight of way line 327.93 feet; thence North 70 degrees 13 minutes 26 seconds East and along said right of way line 65.38 feet to the East line of the Northeast Quarter of said Section 35; thence South 0 degrees 21 minutes 30 seconds East along said East line 389.13 to the point of beginning.

Exhibit A-41

Parcel IV

Part of the Northeast Quarter of Section 35, Township 14 North, Range 1 West, Hendricks County, Indiana, more particularly described as follows:

Commencing at the Northeast corner of said Quarter Section, running thence South 0 degrees 21 minutes 30 seconds East and along the East line of said Quarter Section 1036.86 feet; thence North 89 degrees 56 minutes West and parallel with the North line of said quarter Section, 40.58 feet to the Northerly right of way line of Interstate Highway No. 70, said point being the beginning point of this description; running thence South 67 degrees 56 minutes West and along said right of way line 74.14 feet; thence South 65 degrees 04 minutes 20 seconds West and along said right of way line 400.50 feet; thence South 67 degrees 56 minutes West and along said right of way line 253.66 feet; thence North 0 degrees 01 minutes 15 seconds West 292.72 feet to a point 1036.86 feet South of the North line of said Quarter Section; thence South 89 degrees 56 minutes East 667.07 feet to the point of beginning.

Exception

Part of the Northwest Quarter of Section 36 and the Northeast Quarter of Section 35, both in Township 14 North, Range 1 West, Hendricks County, Indiana, and more particularly described as follows:

COMMENCING at the Northeast corner of the West Half of the Northwest Quarter of said section 36, thence South 00 degrees 21 minutes 30 seconds East along the East line thereof a distance of 1744.52 feet, thence South 89 degrees 48 minutes 40 seconds West 680.42 feet to the point of beginning of the real estate described herein; continuing thence South 89 degrees 48 minutes 40 seconds West 1351.39 feet; thence North 00 degrees 20 minutes 06 seconds West 143.40 feet to a point on the Southerly right of way of I-70; thence on the following three courses along said tight of way; (1) North 67 degrees 56 minutes 00 seconds East 358.95 feet; (2) North 73 degrees 52 minutes 15 seconds East 327.93 feet; (3) North 70 degrees 13 minutes 26 seconds East 346.27 feet; thence South 38 degrees 09 minutes 09 seconds East 613.01 feet, to the Point of Beginning.

Exhibit A-41

Exhibit 10.4

THIRD AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 3

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “ Amendment ”) is made and entered into as of January 17, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 3, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015, and that certain Second Amendment to Amended and Restated Lease Agreement No. 3, dated as of June 22, 2016 (as so amended, the “ Lease ”);

WHEREAS , Landlord is selling to Tenant, and Tenant is acquiring from Landlord, the Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Centers identified on Schedule 1(a) attached hereto and made a part hereof (collectively, the “ Sold Properties ”);

WHEREAS , Landlord and Tenant wish to remove the Properties related to the Travel Centers identified on Schedule 1(b) attached hereto and made a part hereof (collectively, the “ Reallocated Properties ” and, together with the Sold Properties, collectively the “ Removed Properties ”) from the Lease;

WHEREAS , Landlord and Tenant wish to add certain land and improvements comprising the travel centers identified on Schedule 2 attached hereto and made a part hereof (collectively, the “ Additional Properties ”) to the Lease;

WHEREAS , in addition to amending the Lease to remove the Removed Properties from the Lease and to add the Additional Properties to the Lease, Landlord and Tenant wish to amend the Lease in certain other respects; and

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

remained Properties for the remainder of the Term). In furtherance of the foregoing, however, Tenant shall have no obligation to comply with Section 5.3 of the Lease solely with respect to the Removed Properties.

2. Base Gross Revenues . The defined term “Base Gross Revenues” set forth in Section 1.9 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

3. Base Year . The defined term “Base Year” set forth in Section 1.10 of the Lease is deleted in its entirety and replaced with the following:

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

5. Excess Gross Revenues . The defined term “Excess Gross Revenues” set forth in Section 1.34 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

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

“ Minimum Rent ” shall mean Forty-Four Million Four Hundred Eleven Thousand Six Hundred Eighteen and 00/100ths Dollars ($44,411,618.00), subject to adjustment as provided in Section 3.1.1(b) .

7. Fixed Term .

(a) Section 2.3 of the Lease is amended to delete the first sentence therefrom in its entirety and to replace it with the following:

The initial term of this Agreement (the “ Fixed Term ”) shall commence on the Commencement Date and shall expire on December 31, 2029.

(b) Section 2.3 of the Lease is also amended to delete the parenthetical “(but not later than December 31, 2027)” from the first sentence of the second paragraph thereof.

8. Extended Terms . Section 2.4 of the Lease is amended to delete the second paragraph therefrom in its entirety and to replace it with the following:

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, 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 Initial Base Year and the 2019 Base Year, as applicable, 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 Landlord’s 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.

9. Additional Rent . Section 3.1.2(a) of the Lease is amended by deleting the first sentence therefrom in its entirety and replacing it with the following:

2019 Base Year, with respect to each Property, in an amount equal to one-half percent (0.5%) of the amount by which Gross Revenues at such Property during such Lease Year exceed Gross Revenues at such Property during the 2019 Base Year (or the equivalent portion thereof). For the avoidance of doubt, the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the Initial Base Year and the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the 2019 Base Year are separate and independent obligations.

10. Deferred Rent . Section 3.1.3(f) of the Lease is deleted in its entirety and replaced with the following:

Deferred Rent . Commencing on April 1, 2019 through January 31, 2023, Tenant shall pay to Landlord, the total amount of Twelve Million Six Hundred Three Thousand Eighty-Five and 00/100ths Dollars ($12,603,085.00) in sixteen (16) equal quarterly installments of Seven Hundred Eighty-Seven Thousand Six Hundred Ninety-Three and 00/100ths Dollars ($787,693.00) on the first Business Day of each calendar quarter during such period.

11. 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-42” attached hereto, (b) deleting the legal descriptions for the Removed Properties from Exhibits A-2 , A-3 , A-9 , A-12 , A-17 , A-21 to the Lease and replacing them with “Intentionally deleted” and (c) (d) adding Exhibits A-40 , A-41 and A-42 attached to this Amendment to the end of Exhibit A to the Lease.

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

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

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


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


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


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


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


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

[Signature Page to Third Amendment to Amended and Restated Lease Agreement No. 3]

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


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


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


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

[Joinder Page to Third Amendment to Amended and Restated Lease Agreement No. 3]

SCHEDULE 1(A)

SOLD PROPERTIES

Street Address	City	State	Landlord
3524 S. Highway 99 W.	Corning	CA	HPT TA Properties Trust
2510 Burr Street	Gary	IN	HPT TA Properties LLC
6364 Dixie Highway	Saginaw	MI	HPT TA Properties Trust
I-295 Exit 18 Berkley Rd.	Paulsboro	NJ	HPT TA Properties Trust

Schedule 1(A)

SCHEDULE 1(B)

REALLOCATED PROPERTIES

Street Address	City	State	Landlord
1010 North 339th Avenue	Tonopah	AZ	HPT TA Properties Trust
981 Cassville-White Road	Cartersville	GA	HPT TA Properties LLC

Schedule 1(B)

SCHEDULE 2

ADDITIONAL PROPERTIES

Street Address	City	State	Landlord	Exhibit
715 US 250 East	Ashland	OH	HPT TA Properties Trust	A-40
2150-2240 Beltline Blvd.	Columbia	SC	HPT TA Properties Trust	A-41
160 State Highway 77	Hillsboro	TX	HPT TA Properties Trust	A-42

Exhibit A

EXHIBITS A-1 through A-42

Land

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	16	3501 Buttermilk Road, Cottondale (Tuscaloosa), AL 35453	2015
A-2		Intentionally deleted
A-3		Intentionally deleted
A-4	26	4265 East Guasti Road, Ontario, CA 91761	2015
A-5	228	2200 Ninth Street, Limon, CO 80828	2015
A-6	154	1875 Meriden-Waterbury Turnpike, Milldale, CT 06467	2015
A-7	247	P.O. Box 638, Baldwin, FL 32234	2015
A-8	258	2995 US Highway 17 South, Brunswick, GA 31525	2015
A-9		Intentionally deleted
A-10	92	505 Truckers Lane R.R. #7, Bloomington, IL 61701	2015
A-11	35	1702 West Evergreen, Effingham, IL 62401	2015
A-12		Intentionally deleted
A-13	173	5930 E. State Road 334, Whitestown, IN 46075	2015
A-14	93	7777 Burlington Pike, Florence, KY 41042	2015
A-15	161	1701 N. University Avenue, Lafayette, LA 70507	2015
A-16	216	5501 O’Donnell St. Cutoff, Baltimore, MD 21224	2015
A-17		Intentionally deleted
A-18	116	6100 Sawyer Road, Sawyer, MI 49125	2015
A-19	51	854 State Highway 80, Matthews, MO 63867	2015
A-20	181	6000 E. Frontage Road, Mill City, NV 89418	2015
A-21		Intentionally deleted
A-22	229	1700 U.S. Route 66 West, Moriarty, NM 87035	2015
A-23	210	125 Neelytown Road, Montgomery (Maybrook), NY 12549	2015
A-24	11	6762 St. Rt. 127, Eaton (Dayton), OH 45320	2015
A-25	87	3483 Libbey Road, Perrysburg (Toledo), OH 43551	2015
A-26	36	801 South Council Road, Oklahoma City (East), OK 73128	2015
A-27	183	790 NW Frontage Road, Troutdale, OR 97060	2015
A-28	213	10835 John Wayne Drive, Greencastle, PA 17225	2015
A-29	214	875 N. Eagle Valley Rd., Milesburg, PA 16853	2015
A-30	25	1402 E. Main Street, Duncan (Spartanburg), SC 29334	2015
A-31	157	4400 Peytonville Road, Franklin, TN 37064	2015
A-32	55	7000 I-40 East Whitaker Road, Amarillo, TX 79118	2015
A-33	235	8301 N. Expressway 281, Edinburg, TX 78541	2015
A-34	233	1700 Wilson Road, Terrell, TX 75161	2015
A-35	186	1100 North 130 West, Parowan, UT 84761	2015
A-36	142	10134 Lewison Rd., Ashland, VA 23005	2015
A-37	50	5901 Highway 51, DeForest (Madison), WI 53532	2015
A-38	234	1400 Higley Blvd., Rawlins, WY 82301	2015
A-39	376	1035 West State Road 42, Brazil, IN 47834	2017
A-40	701	715 US 250 East, Ashland, OH	2015
A-41	238	2150-2240 Beltline Blvd., Columbia, SC	2020
A-42	333	160 State Highway 77, Hillsboro, TX	2019

[See attached copies.]

Exhibit A

EXHIBIT A-40

LAND

715 US 250 East
Ashland, Ohio

[LEGAL DESCRIPTION ATTACHED]

Exhibit A-40

3.701 Ashland, OH

715 US 250 East

P.O. Box 469

Ashland, OH 44805
(TCA Site No. 701)

EXHIBIT A-40

Legal Description

And being part of the Northeast Quarter of Section 22, Range 16, Township 22, also known as being all of that parcel of 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 Intersection of the centerlines 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 Intersection of a curve in County Road 1575;

Thence South 08 degrees 50 minutes 24 seconds East, 42.70 feet along the centerline of said County Highway 1575 to a point on the North line of the Northeast Quarter of Section 22 which is the True Place of Beginning for the parcel 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 hole found in the West right-of-way line 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 at an angle point therein;

Thence, South 04 degrees 25 minutes 31 seconds East, 428.36 feet along said right-of-way line to a 5/8” rebar found at an angle point therein;

Thence, South 21 degrees 37 minutes 44 seconds East, 203.29 feet along said right-of-way to a 5/8” rebar found at the Northeast 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 01 minutes 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 of land as

Exhibit A-40

determined by a survey made under the supervision of Stephen P. Campbell P.L.S. No. 7330 of Campbell and Associates 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.

Exhibit A-40

EXHIBIT A-41

LAND

2150-2240 Beltline Blvd.
Columbia, South Carolina

[LEGAL DESCRIPTION ATTACHED]

Exhibit A-41

EXHIBIT A-41

Legal Description

All that certain piece, parcel or lot of land, together with any improvements thereon, situate, lying and being in the City of Columbia in the County of Richland, State of South Carolina, containing approximately 29 acres, as shown on a Land Title Survey and Partial Topographical Map prepared for Travel Centers of America by Cox & Dinkins, Inc., dated January 9, 2007, last revised July 31, 2007, recorded August 3, 2007 in the Office of the Register of Deeds for Richland County in Record Book 1343 at Page 1842, and having the following boundaries and measurements shown thereon: Beginning at a Conc. mon. (o), located at the intersection of the southern right-of-way margin of South Beltline Boulevard and the eastern right-of-way margin of Bluff Road, this being the Point of Beginning (P.O.B); thence turning and running along the southern right-of-way margin of South Beltline Boulevard for the following bearings and distances: N 68°28’14” E for a distance of 209.71 to a Conc. mon. (o); thence turning and running in a curved line of length 147.68’ feet, (curve of radius 1663.31 feet, chord bearing of N 66°51’12” E, chord distance of 147.63 feet) to a Conc. mon. (o); thence turning and running in a curved line of length 300.49’ feet, (curve of radius 1663.31 feet, chord bearing of N 58°56’19” E, chord distance of 300.08 feet) to a 5/8” Rebar (o); thence turning and running in a curved line of length 31.24’ feet, (curve of radius 1663.31 feet, chord bearing of N 51°35’15” E, chord distance of 31.24 feet) to a 1/2” Rebar (n); thence turning and running N 45°42’08” E for a distance of 100.45 feet to a 1/2” Rebar (n); thence turning and running N 45°42’08” E for a distance of 123.43 feet to a 5/8” Rebar (o); thence turning and running N 45°42’08” E for a distance of 46.99 feet to a 1/2” Rebar (n); thence turning and running N 45°42’08” E for distance of 353.10 feet to a 5/8” Rebar (o); thence turning and running N 45°38’27” E for a distance of 60.33 feet to a 1/2” Rebar (o); thence turning and running S 57°53’27” E along property of now or formerly Commercial Credit Land Two, LLC for a distance of 540.09 feet to a 1/2” Rebar (o); thence turning and running along property of now or formerly The City of Columbia for the following bearings and distances: S 13°54’23” W for a distance of 117.02 feet to a 3/4” Pipe (o); thence turning and running S 23°48’44” E for a distance of 180.09 feet to a 3/4” Pipe (o); thence turning and running S 01°09’23” W for a distance of 131.34 feet to a Railroad Rail (o); thence turning and running S 18°03’02” W for a distance of 116.37 feet to a Railroad Rail (o); thence turning and running S 39°09’20” W for a distance of 42.76 feet to a 1” Pipe (o); thence turning and running S 49°29’07” W for a distance of 188.24 feet to a Railroad Rail (o); thence turning and running S 14°42’31” W for a distance of 249.63 feet to a Railroad Rail (o); thence turning and running S 37°38’55” W for a distance of 287.86 feet to a Conc. mon. (o); thence turning and running S 29°23’07” W for a distance of 14.52 feet to a Conc. mon. (o); thence turning and running along the northern right-of-way margin of 1-77 Southeastern Beltway Exit Ramp for the following bearings and distances: in a curved line of length 89.31 feet, (curve of radius 473.92 feet, chord bearing of N 60°04’45” W, chord distance of 89.18 feet) to a Conc. mon. (o); thence turning and running N 54°40’56” W for a distance of 256.89 feet to a 1/2” Rebar (o); thence turning and running in a curved line of length 372.23 feet, (curve of radius 602.02 feet, chord bearing of N 72°17’23” W, chord distance of 366.32 feet) to a 1/2” Rebar (n); thence turning and running in a curved line of length 228.79 feet, (curve of radius 602.02 feet, chord bearing of S 79°06’36” W, chord distance of 227.42 feet) to a 1/2” Rebar (o); thence turning and running S 68°03’37” W for a distance of 79.77 feet to a 1/2” Rebar (o); thence turning and running N 68°31’45” W for a distance of 72.20 feet to a 1/2” Rebar (o); thence turning and running along the eastern right-of-way margin of Bluff Road for the following bearings and distances: in a curved line of length 203.89 feet, (curve of radius 4082.00 feet, chord bearing of N 25°39’13” W, chord distance of 203.87 feet) to a 1/2” Rebar (o); thence turning and

TAX MAP NUMBER: 13605-02-01

Exhibit A-41

running in a curved line of length 68.85 feet, (curve of radius 4082.00 feet, chord bearing of N 27°29’57” W, chord distance of 68.85 feet) to a 1/2” Rebar (o); thence turning and running in a curved line of length 106.88 feet, (curve of radius 4082.00 feet, chord bearing of N 29°09’16” W, chord distance of 106.87 feet) to a Conc. mon. (o); thence turning and running N 20°56’21” E for a distance of 65.73 feet to a Conc. mon. (o); the Point of Beginning (P.O.B.).

This being the same property conveyed to TA Operating LLC by deed from Blanchard Machinery Company dated August 3, 2007 and recorded August 3, 2007 in the Office of the Register of Deeds for Richland in Book 1343 at Page 3016.

TAX MAP NUMBER: 13605-02-01

Exhibit A-41

EXHIBIT A-42

LAND

160 State Highway 77
Hillsboro, Texas

[LEGAL DESCRIPTION ATTACHED]

Exhibit A-42

EXHIBIT A-42

TA Hillsboro
US 77
Hillsboro, TX

Field notes for the description of a 78.302 acre (3,410,830 square feet) tract of land, being situated in the Isabella Wingate Survey, Abstract No. 1004, and the Robert Montgomery Survey, Abstract No. 578, in Hill County, Texas, and being out of those same two tracts of land referenced as “First Tract” and “Second Tract”, described in a Warranty Deed with Vendor’s Lien dated September 10, 1968, and filed for record on September 26, 1968, from V. O. Rainwater and wife, Virginia C. Rainwater to L. N. Brown and wife, Lucretia M. Brown (Brown tract), as recorded in Volume 488, Page 277, of the Deed Records of Hill County, Texas (D.R.H.C.T.), with said 78.302 acre (3,410,830 square feet) tract of land being more particularly described by metes and bounds as follows:

BEGINNING at an old broken concrete Highway R.O.W. monument found marking the most easterly northwest corner of the remaining portion of said Brown “First Tract”, said point being in the present or relocated southeasterly right-of-way (R.O.W.) line of U.S. Highway No. 77 (a variable width R.O.W.), at its intersection with the transitional R.O.W. line from said U.S. Highway 77 to Hill County Road 4260 (presently a monumented 60 foot wide prescriptive county road R.O.W.);

THENCE North 57 degrees 50 minutes 37 seconds East, along the common northerly line of the remaining portion of said Brown “First Tract” and said present or relocated southeasterly R.O.W. line of U.S. Highway No. 77, a distance of 2,869.40 feet to a 5/8 inch iron rod found marking the present most northeasterly corner of said Brown “First Tract”, being common with the most northwesterly corner of that certain called 13.0228 acre tract of land described in a Warranty Deed to Teddy F. Stoffregen, as recorded in Volume 1434, Page 0043 of the Official Public Records of Hill County, Texas (O.P.R.H.C.T.);

THENCE South 29 degrees 51 minutes 06 seconds East, departing said southeasterly R.O.W. line of U.S. Highway No. 77, along the easterly line of the remaining portion of said Brown “First Tract” and common westerly line of said Stoffregen tract, a distance of a 713.74 feet to a 1/2 inch iron rod found marking the southwesterly corner of said Stoffregen tract, being common with the most westerly corner of that certain called 12.33 acre tract of land described in a Warranty Deed with Vendor’s Lien to David Wayne Fitzgerald and wife, Belinda J. Fitzgerald, as recorded in Volume 701, Page 252 - D.R.H.C.T.;

THENCE South 30 degrees 20 minutes 46 seconds East, continuing along the easterly line of the remaining portion of said Brown “First Tract” and common most westerly line of said Fitzgerald tract, a distance of 290.19 feet to a 5/8 inch iron rod set with a yellow plastic cap stamped “THE WALLACE GROUP” (“cap”) marking the southwesterly corner of said Fitzgerald tract, being in the existing northerly R.O.W. line of Hill County Road 4343, with same being the old U.S. Highway No. 77 and/or Pike Road (a 60 foot wide R.O.W., as evidenced per present TxDOT

Exhibit A-42

R.O.W. maps and the existing monumented R.O.W. - no TxDOT R.O.W. maps for the old U.S. Highway No. 77 were found - the estimated time period was 1920’s to late 1930’s), from which said point a 1/2 inch iron rod found bears North 44 degrees 33 minutes 35 seconds West at 2.85 feet, and from said 5/8 inch iron rod set with “cap” a 60D nail found in the approximate centerline of Hill County Road 4260 bears South 30 degrees 20 minutes 46 seconds East, a distance of 2,321.22 feet marking the southwest corner of that certain remainder portion of a called 161.20 acre tract of land described in a Warranty Deed to Rodney L. Davis and wife, Nola Jean Davis, as recorded in Volume 663, Page 85 - D.R.H.C.T.;

THENCE South 51 degrees 52 minutes 28 seconds West, departing the easterly line of said Brown “First Tract”, along said existing northerly R.O.W. line of Hill County Road 4343 (old U.S. Highway No. 77 - Pike Road) and crossing said Brown “First Tract”, a distance of 2,200.41 feet to a 5/8 inch iron rod set with “cap” for corner;

THENCE departing said existing northerly R.O.W. line of Hill County Road 4343 (old U.S. Highway No. 77 - Pike Road) and continuing to cross said Brown “First Tract”, being approximately parallel to and a perpendicular distance of 25.0 feet north and east of the centerline of an existing Magellan pipeline the following four (4) courses and distances:

1) North 73 degrees 27 minutes 28 seconds West, a distance of 138.79 feet to a 5/8 inch iron rod set with “cap” for corner;

2) South 75 degrees 41 minutes 39 seconds West, a distance of 182.54 feet to a 5/8 inch iron rod set with “cap” for corner;

3) South 63 degrees 14 minutes 28 seconds West, a distance of 199.36 feet to a 5/8 inch iron rod set with “cap” for corner

4) South 55 degrees 40 minutes 50 seconds West, a distance of 439.21 feet to a 5/8 inch iron rod set with “cap” for corner in the approximate centerline of the aforementioned Hill County Road 4260 and the existing westerly line of said Brown tracts;

THENCE North 30 degrees 34 minutes 00 seconds West (Deed Call - North 30 degrees West), along the approximate centerline of said Hill County Road 4260 and the existing westerly line of said Brown tracts, a distance of 955.45 feet to a 5/8 inch iron rod set with “cap” marking the most westerly northwest corner of the remaining portion of said Brown “First Tract”, said point being at its intersection with the transitional R.O.W line from said County Road 4260 to the aforementioned present or relocated southeasterly R.O.W. line of U.S. Highway No. 77;

THENCE North 31 degrees 40 minutes 37 seconds East, along a northwesterly line for said Brown “First Tract” and along said transitional R.O.W line, a distance of 259.79 feet to the POINT OF BEGINNING.

CONTAINING within the metes recited 78.302 acres (3,410,830 square feet) of land, of which 0.663 acre (28,871 square feet) lies within an apparent 30 foot wide prescriptive R.O.W. for Hill County Road 4260, leaving a net of 77.639

acres (3,381,959 square feet) of land, more or less.

Exhibit A-42

Exhibit 10.5

FOURTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 3

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “ Amendment ”) is made and entered into as of January 23, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 3, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 3, dated as of June 22, 2016, and that certain Third Amendment to Lease Agreement No. 3, dated as of January 17, 2019 (as so amended, the “ Lease ”);

WHEREAS , HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, the Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Center located at 4400 Peytonville Road, Franklin, Tennessee 37064 (the “ Sold Property ”);

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

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

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

“ Minimum Rent ” shall mean Forty-Two Million Four Hundred Four Thousand Eighteen and 00/100ths Dollars ($42,404,018.00), subject to adjustment as provided in Section 3.1.1(b) .

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

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

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

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


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


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


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


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


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

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

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


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


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


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

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

EXHIBITS A-1 through A-42

Land

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	16	3501 Buttermilk Road, Cottondale (Tuscaloosa), AL 35453	2015
A-2		Intentionally deleted
A-3		Intentionally deleted
A-4	26	4265 East Guasti Road, Ontario, CA 91761	2015
A-5	228	2200 Ninth Street, Limon, CO 80828	2015
A-6	154	1875 Meriden-Waterbury Turnpike, Milldale, CT 06467	2015
A-7	247	P.O. Box 638, Baldwin, FL 32234	2015
A-8	258	2995 US Highway 17 South, Brunswick, GA 31525	2015
A-9		Intentionally deleted
A-10	92	505 Truckers Lane R.R. #7, Bloomington, IL 61701	2015
A-11	35	1702 West Evergreen, Effingham, IL 62401	2015
A-12		Intentionally deleted
A-13	173	5930 E. State Road 334, Whitestown, IN 46075	2015
A-14	93	7777 Burlington Pike, Florence, KY 41042	2015
A-15	161	1701 N. University Avenue, Lafayette, LA 70507	2015
A-16	216	5501 O’Donnell St. Cutoff, Baltimore, MD 21224	2015
A-17		Intentionally deleted
A-18	116	6100 Sawyer Road, Sawyer, MI 49125	2015
A-19	51	854 State Highway 80, Matthews, MO 63867	2015
A-20	181	6000 E. Frontage Road, Mill City, NV 89418	2015
A-21	218	Intentionally deleted
A-22	229	1700 U.S. Route 66 West, Moriarty, NM 87035	2015
A-23	210	125 Neelytown Road, Montgomery (Maybrook), NY 12549	2015
A-24	11	6762 St. Rt. 127, Eaton (Dayton), OH 45320	2015
A-25	87	3483 Libbey Road, Perrysburg (Toledo), OH 43551	2015
A-26	36	801 South Council Road, Oklahoma City (East), OK 73128	2015
A-27	183	790 NW Frontage Road, Troutdale, OR 97060	2015
A-28	213	10835 John Wayne Drive, Greencastle, PA 17225	2015
A-29	214	875 N. Eagle Valley Rd., Milesburg, PA 16853	2015
A-30	25	1402 E. Main Street, Duncan (Spartanburg), SC 29334	2015
A-31		Intentionally deleted
A-32	55	7000 I-40 East Whitaker Road, Amarillo, TX 79118	2015
A-33	235	8301 N. Expressway 281, Edinburg, TX 78541	2015
A-34	233	1700 Wilson Road, Terrell, TX 75161	2015
A-35	186	1100 North 130 West, Parowan, UT 84761	2015
A-36	142	10134 Lewison Rd., Ashland, VA 23005	2015
A-37	50	5901 Highway 51, DeForest (Madison), WI 53532	2015
A-38	234	1400 Higley Blvd., Rawlins, WY 82301	2015
A-39	376	1035 West State Road 42, Brazil, IN 47834	2017
A-40	701	715 US 250 East, Ashland, OH	2015
A-41	238	2150-2240 Beltline Blvd., Columbia, SC	2020
A-42	333	160 State Highway 77, Hillsboro, TX	2019

[See attached copies.]

Exhibits A-1 - A-42

Exhibit 10.6

NINTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4

THIS NINTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “ Amendment ”) is made and entered into as of January 17, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 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, that certain Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016, that certain Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 22, 2016, that certain Sixth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 14, 2016, that certain Seventh Amendment to Amended and Restated Lease Agreement No. 4, dated as of May 3, 2017, and that certain Eighth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 28. 2017 (as so amended, the “ Lease ”);

WHEREAS , Landlord and Tenant wish to remove the Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Centers identified on Schedule 1 attached hereto and made a part hereof (collectively, the “ Removed Properties ”) from the Lease;

WHEREAS , Landlord and Tenant wish to add certain land and improvements comprising the travel centers identified on described on Schedule 2 attached hereto and made a part hereof (collectively, the “ Additional Properties ”) to the Lease;

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

1. Removed Properties . The Leased Property shall exclude the Removed Properties, but notwithstanding the foregoing, Tenant shall retain all of its obligations with respect to the

Removed Properties which are attributable to events occurring on or prior to the date hereof or which are addressed pursuant to Section 9.5 of the Lease (as if all of the Removed Properties remained Properties for the remainder of the Term). In furtherance of the foregoing, however, Tenant shall have no obligation to comply with Section 5.3 of the Lease solely with respect to the Removed Properties.

2. Base Gross Revenues . The defined term “Base Gross Revenues” set forth in Section 1.9 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

3. Base Year . The defined term “Base Year” set forth in Section 1.10 of the Lease is deleted in its entirety and replaced with the following:

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

5. Excess Gross Revenues . The defined term “Excess Gross Revenues” set forth in Section 1.34 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

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

“ Minimum Rent ” shall mean Fifty Million Thirty-Three Thousand Nine Hundred Seventy-Six and 00/100ths Dollars ($50,033,976.00), subject to adjustment as provided in Section 3.1.1(b) .

7. Fixed Term .

(a) Section 2.3 of the Lease is amended to delete the first sentence therefrom in its entirety and to replace it with the following:

The initial term of this Agreement (the “ Fixed Term ”) shall commence on the Commencement Date and shall expire on December 31, 2033.

(b) Section 2.3 of the Lease is also amended to delete the parenthetical “(but not later than December 31, 2027)” from the first sentence of the second paragraph thereof.

8. Extended Terms . Section 2.4 of the Lease is amended to delete the second paragraph therefrom in its entirety and to replace it with the following:

If and to the extent Tenant shall exercise the foregoing options to extend the Term, the first Extended Term shall commence on January 1, 2034 and expire on December 31, 2048 and the second Extended Term shall commence on January 1, January 1, 2049 and expire on December 31, 2063. 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 Initial Base Year and the 2019 Base Year, as applicable, shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2063. 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, 2032, 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, 2047, 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 Landlord’s 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.

9. Additional Rent . Section 3.1.2(a) of the Lease is amended by deleting the first sentence therefrom in its entirety and replacing it with the following:

10. Deferred Rent . Section 3.1.3(f) of the Lease is deleted in its entirety and replaced with the following:

Deferred Rent . Commencing on April 1, 2019 through January 31, 2023, Tenant shall pay to Landlord, the total amount of Twelve Million Nine Hundred Sixty Thousand Eight Hundred Sixty-Seven and 00/100ths Dollars ($12,960,867.00) in sixteen (16) equal quarterly installments of Eight Hundred Ten Thousand Fifty-Four and 00/100ths Dollars ($810,054.00) on the first Business Day of each calendar quarter during such period.

11. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-40” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-42” attached hereto, (b) deleting the legal descriptions for the Removed Properties from Exhibits A-10 , A-23 , A-39 and A-40 to the Lease and replacing them with “Intentionally deleted”, and (c) adding Exhibits A-41 and A-42 attached to this Amendment to the end of Exhibit A to the Lease.

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

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

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


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


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


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


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


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

[Signature Page to Ninth Amendment to Amended and Restated Lease Agreement No. 4]

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


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


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


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

[Joinder Page to Ninth Amendment to Amended and Restated Lease Agreement No. 4]

SCHEDULE 1

REMOVED PROPERTIES

Street Address	City	State	Landlord
10346 S. State Rd. 39	Clayton	IN	HPT TA Properties LLC
715 US 250 East	Ashland	OH	HPT TA Properties Trust
2150-2240 Beltline Blvd.	Columbia	SC	HPT TA Properties Trust
160 State Highway 77	Hillsboro	TX	HPT TA Properties Trust

Schedule 2

SCHEDULE 2

ADDITIONAL PROPERTIES

Street Address	City	State	Landlord
1010 North 339th Avenue	Tonopah	AZ	HPT TA Properties Trust
981 Cassville-White Rd.	Cartersville	GA	HPT TA Properties LLC

Schedule 2

EXHIBITS A-1 through A-42

Land

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	224	1806 Highway 371 W, Prescott, AR 71857	2015
A-2	41	46155 Dillon Road, Coachella, CA 92236	2015
A-3	346	28991 West Gonzaga Rd., Santa Nella, CA 95322	2015
A-4	148	5101 Quebec Street, Commerce City (Denver East), CO 80022	2015
A-5	22	327 Ruby Road, Willington, CT 06279	2015
A-6	53	556 St. Rt. 44, Wildwood, FL 34785	2015
A-7	45	P.O. Box 592, Madison, GA 30650	2015
A-8	367	5915 Monee Rd., Monee, IL 60449	2015
A-9	43	4510 Broadway, Mt. Vernon, IL 62864	2015
A-10		Intentionally deleted
A-11	220	1600 West US Hwy 20, Porter, IN 46304	2015
A-12	252	2775 US Hwy 75, Lebo (Beto Junction), KS 66856	2015
A-13	28	145 Richwood Road, Walton, KY 41094	2015
A-14	180	1682 Gause Blvd., Slidell, LA 70458	2015
A-15	19	1400 Elkton Road, Elkton, MD 21921	2015
A-16	175	3265 N. Service Road East, Foristell, MO 63348	2015
A-17	193	8033 W. Holling Rd., Alda (Grand Island), NE 68810	2015
A-18	6	2 Simpson Road, Columbia, NJ 07832	2015
A-19	81	2501 University Blvd. NE, Albuquerque, NM 87107	2015
A-20	207	753 Upper Court St., Binghamton, NY 13904	2015
A-21	194	8420 Alleghany Rd., Corfu (Pembroke), NY 14036	2015
A-22	221	153 Wiggins Road, Candler, NC 28715	2015
A-23		Intentionally deleted
A-24	139	12403 US Rt. 35 NW, Jeffersonville, OH 43128	2015
A-25	95	4450 Portage St. NW, North Canton, OH 44720	2015
A-26	152	P.O. Box 171, Sayre, OK 73662	2015
A-27	67	5644 SR 8, Harrisville (Barkeyville), PA 16038	2015
A-28	68	5600 Nittany Valley Drive, Lamar, PA 16848	2015
A-29	179	3014 Paxville Highway, Manning, SC 29102	2015
A-30	245	155 Hwy. 138, Denmark (Jackson), TN 38391	2015
A-31	34	111 N. First Street, Nashville, TN 37213	2015
A-32	150	7751 Bonnie View Road, Dallas (South), TX 75241	2015
A-33	153	1010 Beltway Parkway, Laredo, TX 78045	2015
A-34	232	4817 I-35 North, New Braunfels, TX 78130	2015
A-35	32	RR1, Valley Grove, WV 26060	2015
A-36	188	P.O. Box 400, Ft. Bridger, WY 82933	2015
A-37	242	15874 Eleven Mile Road, Battle Creek, MI 49014	2015
A-38	246	3747 Express Drive, Holbrook, AZ 86025	2015

Exhibits A-1 - A-42

A-39		Intentionally deleted
A-40		Intentionally deleted
A-41	225	1010 North 339th Avenue, Tonopah, AZ 85354	2015
A-42	146	981 Cassville-White Road, Cartersville, GA 30121	2015

[See attached copies.]

Exhibits A-1 - A-42

EXHIBIT A-41

LAND

1010 North 339th Avenue
Tonopah, Arizona

[LEGAL DESCRIPTION ATTACHED]

Exhibit A-41

EXHIBIT A-41

TA Tonopah

1010 North 339th Avenue

Tonopah, AZ

PARCEL NO. 1: (FEE PARCEL)

THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 1 NORTH, RANGE 5 WEST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA.

EXCEPT THE SOUTH 15 FEET FOR ROAD PURPOSES.

ALSO EXCEPT THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 1 NORTH, RANGE 5 WEST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, WHICH LIES WITHIN THE FOLLOWING DESCRIBED TRACT OF LAND:

BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 5;

THENCE NORTH 89 DEGREES 58 MINUTES 36 SECONDS WEST ALONG THE NORTH LINE OF SAID SECTION 5, A DISTANCE OF 405.18 FEET;

THENCE SOUTH 54 DEGREES 43 MINUTES 23 SECONDS WEST 154.79 FEET;

THENCE SOUTH 79 DEGREES 39 MINUTES 57 SECONDS WEST 774.31 FEET;

THENCE NORTH 75 DEGREES 01 MINUTES 36 SECONDS WEST 28.56 FEET TO THE WEST LINE OF SAID EAST HALF OF THE NORTHEAST QUARTER;

THENCE SOUTH 00 DEGREES 13 MINUTES 10 SECONDS EAST ALONG SAID WEST LINE A DISTANCE OF 357.72 FEET;

THENCE SOUTH 70 DEGREES 27 MINUTES 10 SECONDS EAST 235.56 FEET;

THENCE SOUTH 47 DEGREES 33 MINUTES 41 SECONDS EAST 563.51 FEET;

THENCE SOUTH 23 DEGREES 11 MINUTES 51 SECONDS EAST 759.29 FEET;

THENCE NORTH 89 DEGREES 48 MINUTES 09 SECONDS EAST 288.55 FEET;

THENCE SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST 300.00 FEET;

Exhibit A-41

THENCE NORTH 89 DEGREES 48 MINUTES 09 SECONDS EAST 100 FEET TO THE EAST LINE OF SAID SECTION 5;

THENCE NORTH 00 DEGREES 11 MINUTES 51 SECONDS WEST ALONG SAID EAST SECTION LINE, A DISTANCE OF 2034.12 FEET TO THE POINT OF BEGINNING; AND

EXCEPT ANY PORTION LYING NORTH OF THE NORTH LINE OF EHRENBERG-PHOENIX HIGHWAY, INTERSTATE ROUTE 10 (I-10).

THE FOREGOING PROPERTY IS ALSO DESCRIBED AS FOLLOWS:

PARCEL NO. 1:

A PORTION OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 1 NORTH, RANGE 5 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 5;

THENCE ALONG THE EAST LINE OF SAID SECTION 5, BEING ALSO THE BASIS OF BEARINGS FOR THIS DESCRIPTION, SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 2034.11 FEET TO THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 594.97 FEET;

THENCE SOUTH 89 DEGREES 53 MINUTES 20 SECONDS WEST, 1322.58 FEET TO AN IRON BAR WITH CAP LS28232;

THENCE NORTH 00 DEGREES 10 MINUTES 43 SECONDS WEST, 2053.33 FEET TO AN IRON BAR WITH CAP LS6975;

THENCE SOUTH 70 DEGREES 27 MINUTES 10 SECONDS EAST, 235.56 FEET (RECORD), TO AN ARIZONA HIGHWAY RIGHT-OF-WAY MONUMENT;

THENCE SOUTH 47 DEGREES 32 MINUTES 57 SECONDS EAST, 563.51 FEET MEASURED, SOUTH 47 DEGREES 32 MINUTES 41 SECONDS EAST, 563.51 FEET (RECORD) TO AN ARIZONA HIGHWAY RIGHT-OF-WAY MONUMENT;

THENCE SOUTH 23 DEGREES 12 MINUTES 06 SECONDS EAST, 759.15 FEET MEASURED, SOUTH 23 DEGREES 11 MINUTES 51 SECONDS EAST, 759.29 FEET (RECORD) TO AN IRON BAR WITH CAP LS13177;

THENCE NORTH 89 DEGREES 47 MINUTES 14 SECONDS EAST, 288.49 FEET TO A POINT 100.00 FEET WEST OF THE EAST LINE OF SAID SECTION 5, SAID POINT BEING ALSO 0.36 FEET EAST OF A FOUND ARIZONA HIGHWAY RIGHT-OF-WAY MONUMENT;

Exhibit A-41

THENCE SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 300.00 FEET TO A P.K. SURVEY NAIL WITH BRASS TAG;

THENCE NORTH 89 DEGREES 49 MINUTES 09 SECONDS EAST, 100.00 FEET TO THE 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.

Exhibit A-41

EXHIBIT A-42

LAND

981 Cassville-White Road
Cartersville, GA 30121

[LEGAL DESCRIPTION ATTACHED]

Exhibit A-42

	3.146 Cartersville, GA
	981 Cassville-White Road
	Cartersville, GA 30121
	(TCA Site No. 146)

EXHIBIT A-42

Legal Description

All that tract or parcel of land lying and being in Land Lot 190 of the 5 th District, 3 rd Section, Bartow County, Georgia, being more particularly described as follows:

BEGINNING at a 5/8 inch rebar set at the intersection of the north right of way of Casseville-White Road (150 foot right of way) and the westerly right of way of Five Forks Road (variable right of way); thence along a curve to the left having radius of 2944.79 feet and an arc length of 290.99 feet, being subtended by a chord of north 86 degrees 11 minutes 58 seconds west along the right of way of Cassville-White Road (150 foot right of way) for a distance of 290.87 feet to a point; run thence north 88 degrees 55 minutes 19 seconds west continuing along said right of way, for a distance of 201.94 feet to a ½ inch rebar set; thence leaving said right of way north 00 degrees 50 minutes 56 seconds east along the right of way of proposed Kent Road (60 foot right of way), for a distance of 53.15 feet to a point; thence along a curve to the left having a radius of 134.50 feet and an arc length of 105.63 feet, being subtended by a chord of north 21 degrees 39 minutes 01 seconds west along said right of way for a distance of 102.94 feet to a point; thence north 44 degrees 08 minutes 57 seconds west along said right of way, for a distance of 518.25 feet to a point; thence north 32 degrees 53 minutes 34 seconds west along said right of way, for a distance of 259.03 feet to a ½ inch rebar set; thence north 02 degrees 11 minutes 01 seconds east for a distance of 705.60 feet to a ½ inch rebar found; thence south 56 degrees 00 minutes 00 seconds east a distance of 154.04 feet to a point; thence south 84 degrees 00 minutes 00 seconds east a distance of 131.28 feet to a point; thence south 70 degrees 00 minutes 00 seconds east a distance of 106.56 feet to a point; thence south 74 degrees 29 minutes 00 seconds east a distance of 110.27 feet to a ½ inch rebar set; thence south 33 degrees 08 minutes 04 seconds east a distance of 694.53 feet to a ½ inch rebar set; thence north 90 degrees 00 minutes 00 seconds east a distance of 216.21 feet to ½ inch rebar set on the westerly right of way of Five Forks Road (variable right of way); thence south 07 degrees 57 minutes 35 seconds east along said right of way for a distance of 70.99 feet to a point; thence south 06 degrees 35 minutes 37 seconds east along said right of way for a distance of 112.63 feet to a point; thence south 04 degrees 45 minutes 39 seconds east along said right of way for a distance of 106.82 feet to a point; thence south 02 degrees 44 minutes 29 seconds east along said right of way for a distance of 79.11 feet to a ½ inch rebar set; thence north 88 degrees 32 minutes 07 seconds west along said right of way for a distance of 44.89 feet to a ½ inch rebar set; thence south 01 degrees 21 minutes 14 seconds west along said right of way for a distance of 200.01 feet to a ½ inch rebar set; thence south 15 degrees 12 minutes 09 seconds west along said right of way for a distance of 112.61 feet to a ½ inch rebar and the POINT OF BEGINNING. Containing 21.442 acres.

LESS AND EXCEPT All that tract or parcel of land lying and being in Land Lot 190 of the 5 th District, 3 rd Section, Bartow County, Georgia as conveyed by virtue of that certain Limited

Exhibit A-42

Warranty Deed recorded on February 27, 1998 at Deed Book 1097, Page 126 and being more particularly described as follows:

Commence at a 5/8 inch rebar located at the intersection of the North Right-of-Way of Cassville-White Road and the Westerly Right-of-Way of Five Forks Road; thence along a curve to the left having a radius of 2944.79 feet and an arc length of 290.99 feet, being subtended by a chord of North 86 degrees 11 minutes 58 seconds West along the Right-of-Way of Cassville-White Road, for a distance of 290.87 feet to a 5/8 inch rebar; thence North 88 degrees 55 minutes 19 seconds West continuing along said Right-of-Way, for a distance of 201.94 feet to an iron pin set and the TRUE POINT OF BEGINNING, thence North 88 degrees 55 minutes 19 seconds West, for a distance of 107.07 feet to an ½ inch rebar found; thence North 02 degrees 09 minutes 10 seconds East, for a distance of 210.77 feet to an iron pin set; thence South 44 degrees 06 minutes 57 seconds East, for a distance of 88.94 feet to an iron pin set; thence along a curve to the right having a radius of 134.50 feet and an arc length of 105.63 feet, being subtended by a chord of South 21 degrees 39 minutes 01 second East, for a distance of 102.94 feet to a point; thence South 00 degrees 50 minutes 56 seconds West, for a distance of 53.15 feet to an iron pin at the TRUE POINT OF BEGINNING.

Access Rights in Book 1104, Page 583.

Exhibit A-42

Exhibit 10.7

TENTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4

THIS TENTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “ Amendment ”) is made and entered into as of January 23, 2019 by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 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, that certain Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016, that certain Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 22, 2016, that certain Sixth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 14, 2016, that certain Seventh Amendment to Amended and Restated Lease Agreement No. 4, dated as of May 3, 2017, that certain Eighth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 28. 2017, and that certain Ninth Amendment to Amended and Restated Lease Agreement No. 4, dated as of January 17, 2019 (as so amended, the “ Lease ”);

WHEREAS , HPT TA Properties LLC is selling to Tenant, and Tenant is acquiring from HPT TA Properties LLC, the Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Center located at 1600 West US Hwy 20, Porter, Indiana 46304 (the “ Sold Property ”);

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

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

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

“ Minimum Rent ” shall mean Forty-Six Million Two Hundred Six Thousand Three Hundred Seventy-Six and 00/100ths Dollars ($46,206,376.00), subject to adjustment as provided in Section 3.1.1(b) .

3. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-42” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-42” attached hereto and (b) deleting the legal description for the Sold Property from Exhibit A-11 to the Lease and replacing it with “Intentionally deleted”.

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

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

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


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


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


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


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


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

[Signature Page to Tenth Amendment to Amended and Restated Lease Agreement No. 4]

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


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


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


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

[Joinder Page to Tenth Amendment to Amended and Restated Lease Agreement No. 4]

EXHIBITS A-1 through A-42

Land

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	224	1806 Highway 371 W, Prescott, AR 71857	2015
A-2	41	46155 Dillon Road, Coachella, CA 92236	2015
A-3	346	28991 West Gonzaga Rd., Santa Nella, CA 95322	2015
A-4	148	5101 Quebec Street, Commerce City (Denver East), CO 80022	2015
A-5	22	327 Ruby Road, Willington, CT 06279	2015
A-6	53	556 St. Rt. 44, Wildwood, FL 34785	2015
A-7	45	P.O. Box 592, Madison, GA 30650	2015
A-8	367	5915 Monee Rd., Monee, IL 60449	2015
A-9	43	4510 Broadway, Mt. Vernon, IL 62864	2015
A-10		Intentionally deleted
A-11		Intentionally deleted
A-12	252	2775 US Hwy 75, Lebo (Beto Junction), KS 66856	2015
A-13	28	145 Richwood Road, Walton, KY 41094	2015
A-14	180	1682 Gause Blvd., Slidell, LA 70458	2015
A-15	19	1400 Elkton Road, Elkton, MD 21921	2015
A-16	175	3265 N. Service Road East, Foristell, MO 63348	2015
A-17	193	8033 W. Holling Rd., Alda (Grand Island), NE 68810	2015
A-18	6	2 Simpson Road, Columbia, NJ 07832	2015
A-19	81	2501 University Blvd. NE, Albuquerque, NM 87107	2015
A-20	207	753 Upper Court St., Binghamton, NY 13904	2015
A-21	194	8420 Alleghany Rd., Corfu (Pembroke), NY 14036	2015
A-22	221	153 Wiggins Road, Candler, NC 28715	2015
A-23		Intentionally deleted
A-24	139	12403 US Rt. 35 NW, Jeffersonville, OH 43128	2015
A-25	95	4450 Portage St. NW, North Canton, OH 44720	2015
A-26	152	P.O. Box 171, Sayre, OK 73662	2015
A-27	67	5644 SR 8, Harrisville (Barkeyville), PA 16038	2015
A-28	68	5600 Nittany Valley Drive, Lamar, PA 16848	2015
A-29	179	3014 Paxville Highway, Manning, SC 29102	2015
A-30	245	155 Hwy. 138, Denmark (Jackson), TN 38391	2015
A-31	34	111 N. First Street, Nashville, TN 37213	2015
A-32	150	7751 Bonnie View Road, Dallas (South), TX 75241	2015
A-33	153	1010 Beltway Parkway, Laredo, TX 78045	2015
A-34	232	4817 I-35 North, New Braunfels, TX 78130	2015
A-35	32	RR1, Valley Grove, WV 26060	2015
A-36	188	P.O. Box 400, Ft. Bridger, WY 82933	2015
A-37	242	15874 Eleven Mile Road, Battle Creek, MI 49014	2015
A-38	246	3747 Express Drive, Holbrook, AZ 86025	2015

Exhibits A-1 - A-42

A-39		Intentionally deleted
A-40		Intentionally deleted
A-41	225	1010 North 339th Avenue, Tonopah, AZ	2015
A-42	146	981 Cassville-White Road, Cartersville, GA 30121	2015

[See attached copies.]

Exhibits A-1 - A-42

Exhibit 10.8

AMENDMENT TO LEASE AGREEMENT

THIS AMENDMENT TO LEASE AGREEMENT (this “ Amendment ”) is entered into as of January 17, 2019, 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 desire to amend the Lease in certain respects; and

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

1. Base Gross Revenues . The defined term “Base Gross Revenues” set forth in Article 1 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

2. Base Year . The defined term “Base Year” set forth in Article 1 of the Lease is deleted in its entirety and replaced with the following:

“ Base Year ” shall mean, with respect to each Property, the 2012 calendar year (the “ 2012 Base Year ”) and/or the 2019 calendar year (the “ 2019 Base Year ”), as applicable.

3. Excess Gross Revenues . The defined term “Excess Gross Revenues” set forth in Article 1 of the Lease is deleted in its entirety and replaced with the following: “Intentionally deleted.”

4. Minimum Rent . The defined term “Minimum Rent” set forth in Article 1 of the Lease is deleted in its entirety and replaced with the following:

“ Minimum Rent ” shall mean Seventy-Three Million Four Hundred Thousand Three Hundred Eighty-Eight and 00/100ths Dollars ($73,400,388.00), subject to adjustment as provided in Section 3.1.1(b) .

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

The initial term of this Agreement (the “ Fixed Term ”) shall commence on the Commencement Date and shall expire on June 30, 2035.

6. Additional Rent . Section 3.1.2(a) of the Lease is deleted therefrom in its entirety and replaced with the following:

Tenant shall pay additional rent (“ Additional Rent ”) with respect to each Lease Year (or portion thereof) during the Term subsequent to the 2012 Base Year, with respect to each Property, in an amount equal to three percent (3%) of the amount by which Gross Revenues at such Property during such Lease Year exceed Gross Revenues at such Property during the 2012 Base Year (or the equivalent portion thereof). In addition, Tenant shall pay Additional Rent with respect to each Lease Year (or portion thereof) during the Term subsequent to the 2019 Base Year, with respect to each Property, in an amount equal to one-half percent (0.5%) of the amount by which Gross Revenues at such Property during such Lease Year exceed Gross Revenues at such Property during the 2019 Base Year (or the equivalent portion thereof). For the avoidance of doubt, the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the 2012 Base Year and the payment of Additional Rent based on Gross Revenues in excess of Gross Revenues for the 2019 Base Year are separate and independent obligations.

7. Deferred Rent . The following Section 3.1.3(f) is added to the Lease immediately following Section 3.1.3(e) thereof and such new Section 3.1.3(f) shall supersede any other provisions of the Lease pertaining to the Deferred Rent:

Deferred Rent . Commencing on April 1, 2019 through January 31, 2023, Tenant shall pay to Landlord, the total amount of Seventeen Million Eight Hundred Seventy-Two Thousand Four Hundred Twenty-Three and 00/100ths Dollars ($17,872,423) in sixteen (16) equal quarterly installments of One Million One Hundred Seventeen Thousand Twenty-Six and 00/100ths Dollars ($1,117,026.00) on the first Business Day of each calendar quarter during such period.

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

9. 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 executed this Amendment as a sealed instrument as of the date above first written.

	LANDLORD:

	HPT PSC PROPERTIES TRUST


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

	HPT PSC PROPERTIES LLC


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


	TENANT:

	TA OPERATING LLC


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

[Signature Page to Amendment to Lease Agreement]

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.

	TRAVELCENTERS OF AMERICA LLC


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

[Joinder Page to Amendment to Lease Agreement]

Exhibit 10.9

AMENDMENT TO LEASE AGREEMENT

THIS AMENDMENT TO LEASE AGREEMENT (this “ Amendment ”) is entered into as of January 23, 2019, 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, HPT PSC Properties Trust is selling to Tenant, and Tenant is acquiring from HPT PSC Properties Trust, the Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Centers identified on Schedule 1 attached hereto and made a part hereof (collectively, the “ Sold Properties ”);

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

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

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

2. Minimum Rent . The defined term “Minimum Rent” set forth in the Lease is deleted in its entirety and replaced with the following:

“ Minimum Rent ” shall mean Sixty-One Million Six Hundred Sixteen Thousand Five Hundred Eighty-Eight and 00/100ths Dollars ($61,616,588.00), subject to adjustment as provided in Section 3.1.1(b) .

3. Exhibit A . Exhibit A to the Lease is hereby amended by deleting the legal descriptions of the Sold Properties from Exhibits A-13 , A-25 , A-28 , A-29 and A-34 and replacing them with “Intentionally deleted”.

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

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

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

	HPT PSC PROPERTIES LLC


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


	TENANT:

	TA OPERATING LLC


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

[Signature Page to Amendment to Lease Agreement]

	TRAVELCENTERS OF AMERICA LLC


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

[Joinder Page to Amendment to Lease Agreement]

SCHEDULE 1

SOLD PROPERTIES

Street Address	City	State	HPT Seller	Exhibit A
114 Jasmin Road	Egan	LA	HPT PSC Properties Trust	A-13
12906 Deshler Road	N. Baltimore	OH	HPT PSC Properties Trust	A-25
20 Martin Luther King Blvd.	Oklahoma City	OK	HPT PSC Properties Trust	A-28
3730 Fern Valley Road	Phoenix	OR	HPT PSC Properties Trust	A-29
5405 Walden Road + approximately 3.3. acres of vacant land as more particularly described in the Lease	Beaumont	TX	HPT PSC Properties Trust	A-34

Schedule 1