EX-10.37 3 exhibit1037svc12312022.htm EX-10.37
Exhibit 10.37
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LEASE AGREEMENT NO. 3
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “Amendment”) is made and entered into as of October 31, 2022 (the “Effective Date”), 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”).
WHEREAS, Landlord and Tenant are parties to that certain Second Amended and Restated Lease Agreement No. 3, dated as of October 14, 2019 (the “Lease”), pursuant to which Landlord leases to Tenant, and Tenant Leases from Landlord, certain Leased Property (this and other capitalized terms used and not otherwise defined in this Amendment having the meanings given such terms in the Lease), including, without limitation, the Travel Center having an address at 5501 O’Donell Street, Baltimore, Maryland 21224 (the “Baltimore Travel Center”); and
WHEREAS, the Baltimore Travel Center is the subject of that certain Land and Building Lease Agreement, dated as of March 30, 2003, between Realty Income Corporation and HPT TA Properties Trust (the “Baltimore Ground Lease”); and
WHEREAS, effective as to the Effective Date, the Baltimore Ground Lease is being assigned from Landlord to Tenant pursuant to that certain Assignment of Lease; Acceptance of Assignment and Assumption of Lease; Landlord’s Partial Release of Assignor and Consent to Assignment of Lease; and Amendment of Lease, dated as of the Effective Date, among Realty Income Corporation, HPT TA Properties Trust, and Tenant (the “Baltimore Lease Assignment”); and
WHEREAS, Landlord and Tenant desire to amend the Lease to reflect the removal of the Baltimore Travel Center from the Lease in connection with the assignment of the Baltimore Ground Lease from HPT TA Properties Trust to Tenant pursuant to the Baltimore Lease Assignment;
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that the Lease is hereby amended as of the Effective Date as follows:
1.Lease Amendment. (a) The first page of Exhibit A to the Lease scheduling Exhibits A-1 through A-35 of the Lease is hereby replaced with the schedule of Exhibits A-1 through A-35 attached hereto and incorporated herein by this reference, and (b) the text of Exhibit A-13 of the Lease is hereby deleted in its entirety and replaced with “Intentionally deleted”. Accordingly, the Baltimore Travel Center is no longer a Property and the land which previously had been described in Exhibit A-13 is no longer included in the definition of Land, as “Property” and “Land” are defined by Section 2.1 of the Lease.
2. Ratification. The Lease, as amended by this Amendment, is hereby ratified and confirmed. For the avoidance of doubt, all references in the Lease to the “Agreement” shall mean and refer to the Lease as amended by this Amendment.
{S2497788; 2}

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as a sealed instrument as of the date first above written.
LANDLORD:
HPT TA PROPERTIES TRUST,
a Maryland real estate investment trust
By: /s/ Todd W. Hargreaves
Todd W. Hargreaves
President
HPT TA PROPERTIES LLC,
a Maryland limited liability company
By: /s/ Todd W. Hargreaves
Todd W. Hargreaves
President
TENANT:
TA OPERATING LLC,
a Delaware limited liability company
By: /s/ Mark R. Young
Mark R. Young
Executive Vice President
and General Counsel
[Signature Page to First Amendment to Second Amended and Restated Lease No. 3]

EXHIBITS A-1 THROUGH A-35
LAND

Exhibit | TA Site No. | Property Address | Commencement Date | Initial Base Year
A-1 | 16 | 3501 Buttermilk Road, Cottondale (Tuscaloosa), AL 35453 | June 9, 2015 | 2015
A-2 | 26 | 4265 East Guasti Road, Ontario, CA 91761 | June 9, 2015 | 2015
A-3 | 228 | 2200 Ninth Street, Limon, CO 80828 | June 9, 2015 | 2015
A-4 | 154 | 1875 Meriden-Waterbury Turnpike, Milldale, CT 06467 | June 9, 2015 | 2015
A-5 | 247 | P.O. Box 638, Baldwin, FL 32234 | June 9, 2015 | 2015
A-6 | 258 | 2995 US Highway 17 South, Brunswick, GA 31525 | June 9, 2015 | 2015
A-7 | 92 | 505 Truckers Lane R.R. #7, Bloomington, IL 61701 | June 9, 2015 | 2015
A-8 | 35 | 1702 West Evergreen, Effingham, IL 62401 | June 9, 2015 | 2015
A-9 | 376 | 1035 West State Road 42, Brazil, IN 47834 | June 22, 2016 | 2017
A-10 | 173 | 5930 E. State Road 334, Whitestown, IN 46075 | June 9, 2015 | 2015
A-11 | 93 | 7777 Burlington Pike, Florence, KY 41042 | June 9, 2015 | 2015
A-12 | 161 | 1701 N. University Avenue, Lafayette, LA 70507 | June 9, 2015 | 2015
A-13 |  | Intentionally Deleted. |  |
A-14 | 116 | 6100 Sawyer Road, Sawyer, MI 49125 | June 9, 2015 | 2015
A-15 | 51 | 854 State Highway 80, Matthews, MO 63867 | June 9, 2015 | 2015
A-16 | 181 | 6000 E. Frontage Road, Mill City, NV 89418 | June 9, 2015 | 2015
A-17 | 229 | 1700 U.S. Route 66 West, Moriarty, NM 87035 | June 9, 2015 | 2015
A-18 | 210 | 125 Neelytown Road, Montgomery (Maybrook), NY 12549 | June 9, 2015 | 2015
A-19 | 701 | 715 US 250 East, Ashland, OH | January 17, 2019 | 2015
A-20 | 11 | 6762 St. Rt. 127, Eaton (Dayton), OH 45320 | June 9, 2015 | 2015
A-21 | 87 | 3483 Libbey Road, Perrysburg (Toledo), OH 43551 | June 9, 2015 | 2015
A-22 | 36 | 801 South Council Road, Oklahoma City (East), OK 73128 | June 9, 2015 | 2015
A-23 | 183 | 790 NW Frontage Road, Troutdale, OR 97060 | June 9, 2015 | 2015
A-24 | 213 | 10835 John Wayne Drive, Greencastle, PA 17225 | June 9, 2015 | 2015
A-25 | 214 | 875 N. Eagle Valley Rd., Milesburg, PA 16853 | June 9, 2015 | 2015
A-26 | 238 | 2150-2240 Beltline Blvd., Columbia, SC | January 17, 2019 | 2020
A-27 | 25 | 1402 E. Main Street, Duncan (Spartanburg), SC 29334 | June 9, 2015 | 2015
A-28 | 55 | 7000 I-40 East Whitaker Road, Amarillo, TX 79118 | June 9, 2015 | 2015
A-29* | 235* | 8301 N. Expressway 281, Edinburg, TX 78541* | June 9, 2015* | 2015*
A-30 | 333 | 160 State Highway 77, Hillsboro, TX | January 17, 2019 | 2019
A-31 | 233 | 1700 Wilson Road, Terrell, TX 75161 | June 9, 2015 | 2015
A-32 | 186 | 1100 North 130 West, Parowan, UT 84761 | June 9, 2015 | 2015
A-33 | 142 | 10134 Lewison Rd., Ashland, VA 23005 | June 9, 2015 | 2015
A-34 | 50 | 5901 Highway 51, DeForest (Madison), WI 53532 | June 9, 2015 | 2015
A-35 | 234 | 1400 Higley Blvd., Rawlins, WY 82301 | June 9, 2015 | 2015

[See attached copies.]