Exhibit 10.1
FIRST AMENDMENT TO LEASE
AGREEMENT
THIS FIRST AMENDMENT TO LEASE
AGREEMENT is
entered into as of May 12, 2008, by and among HPT TA
PROPERTIES TRUST , a Maryland real estate investment trust, and
HPT TA PROPERTIES LLC , a Maryland limited liability company
(collectively, “ Landlord ”), and TA LEASING
LLC , a Delaware limited liability company (“
Tenant ”).
W
I T N
E S S E T H
:
WHEREAS , Landlord and Tenant are parties to
that certain Lease Agreement, dated as of January 31, 2007
(the “ Lease ”); and
WHEREAS , Landlord and Tenant desire to amend
the Lease to modify the provisions relating to the funding of the
Allowance (as defined therein);
NOW, THEREFORE
, in consideration of the
mutual covenants herein contained and other good and valuable
consideration, the mutual receipt and legal sufficiency of which
are hereby acknowledged, Landlord and Tenant hereby agree as
follows:
1.
Notwithstanding the provisions of Section 5.1.1(c) to the
contrary, and subject to the terms hereof, Tenant may at any time
and from time to time accelerate payment of all or any part of the
remaining Allowance, and therefore, request more than $25 million
of the Allowance during any of the remaining first five Lease
Years. In calculating the amount(s) that may be drawn
down by Tenant on an accelerated disbursement, the amount of the
Allowance requested shall be discounted to its present value on the
date the amount is paid to Tenant from the date that the amount
requested would have first been available to draw down under the
original Section 5.1.1(c), using a rate of interest equal to
the Disbursement Rate, and the remaining Allowance shall be reduced
by the undiscounted amount requested. The remaining Allowance
shall be drawn down in the or
