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 29, 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, 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 have the meanings ascribed to such terms in our Current Report on Form 8-K, dated January 16, 2019, which Form 8-K is incorporated herein by reference.

 

As previously reported in our Current Report on Form 8-K, dated January 23, 2019, the Company completed the first and second of the transactions contemplated by the Transaction Agreements on January 17, 2019 and January 23, 2019, respectively.

 

On January 29, 2019, the Company completed the third and final of the transactions contemplated by the Transaction Agreements as follows:

 

·                   The Company purchased three travel center properties from HPT for $29.9 million.

 

·                   The Company and HPT entered into a fourth amendment to TA Lease No. 1 and an eighth amendment to TA Lease No. 2, to remove the three purchased properties from those leases and reduce the aggregate minimum annual rent payable by the Company thereunder by $4.2 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 our Current Reports on Form 8-K dated January 16, 2019 and January 23, 2019 and as Exhibits 10.1 through 10.3 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.

 

 

2


 

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 AMENDED THEIR LEASES TO REMOVE THE THREE PROPERTIES PURCHASED FROM HPT ON JANUARY 29, 2019 AND REDUCE THE AGGREGATE MINIMUM ANNUAL RENT PAYABLE BY THE COMPANY TO HPT UNDER THE LEASES BY APPROXIMATELY $4.2 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.

 

3


 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1

 

Fourth Amendment to Amended and Restated Lease Agreement No. 1, dated January 29, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

 

 

 

10.2

 

Eighth Amendment to Amended and Restated Lease Agreement No. 2, dated January 29, 2019, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

 

 

 

10.3

 

Third 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)

 

4


 

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 29, 2019

By:

/s/ William E. Myers

 

 

 

William E. Myers

 

 

 

Executive Vice President, Chief Financial Officer and Treasurer

 


Exhibit 10.1

 

FOURTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 1

 

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (this “ Amendment ”) is made and entered into as of January 29, 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, that certain Second Amendment to Amended and Restated Lease Agreement No. 1, dated as of January 17, 2019, and that certain Third Amendment to Lease Agreement, dated as of January 23, 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 4195 State Rt. 34, Hurricane, West Virginia 25526 (the “ Sold Property ”);

 

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

 

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

 

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

 

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

 

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

 


 

Minimum Rent ” shall mean Forty-Nine Million Eighteen Thousand Four Hundred Eleven and 00/100ths Dollars ($49,018,411.00), 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-37 to the Lease and replacing it with “Intentionally deleted”.

 

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

 

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

 

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

2


 

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

 

 

LANDLORD:

 

 

 

HPT TA PROPERTIES TRUST ,

 

a Maryland real estate investment trust

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

HPT TA PROPERTIES LLC ,

 

a Maryland limited liability company

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

TENANT:

 

 

 

TA OPERATING LLC ,

 

a Delaware limited liability company

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

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

 

 

 

Intentionally deleted

 

 

 

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 10.2

 

EIGHTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

 

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “ Amendment ”) is made and entered into as of January 29, 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, that certain Sixth Amendment to Amended and Restated Lease No. 2, dated as of September 30, 2016, and that certain Seventh Amendment to Amended and Restated Lease No. 2, 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 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);

 

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

 

1.             Sold 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 all of 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 Section 1.66 of the Lease is deleted in its entirety and replaced with the following:

 

Minimum Rent ” shall mean Forty-Four Million Six Hundred Sixty-Three Thousand Two Hundred Sixty-Seven and 00/100ths Dollars ($44,663,267.00), 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, (b) deleting the legal descriptions for the Sold Properties from Exhibits A-18 and A-32 to the Lease 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]

 

2


 

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

 

 

LANDLORD:

 

 

 

HPT TA PROPERTIES TRUST ,

 

a Maryland real estate investment trust

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

HPT TA PROPERTIES LLC ,

 

a Maryland limited liability company

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

TENANT:

 

 

 

TA OPERATING LLC ,

 

a Delaware limited liability company

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

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

 


 

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 Eighth Amendment to Amended and Restated Lease Agreement No. 2]

 


 

SCHEDULE 1

 

SOLD PROPERTIES

 

Street Address

 

City

 

State

 

Landlord

13400 Rogers Drive

 

Rogers

 

MN

 

HPT TA Properties Trust

608 Lovell Road

 

Knoxville

 

TN

 

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

 

 

 

Intentionally deleted

 

 

 

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

 

 

 

Intentionally deleted

 

 

 

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.]