EX-10.1 2 a15-13487_1ex10d1.htm EX-10.1

Exhibit 10.1

 

TRANSACTION AGREEMENT

 

by and among

 

HOSPITALITY PROPERTIES TRUST,

 

HPT TA PROPERTIES TRUST,

 

HPT TA PROPERTIES LLC,

 

HPT PSC PROPERTIES TRUST,

 

HPT PSC PROPERTIES LLC,

 

TRAVELCENTERS OF AMERICA LLC,

 

TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC,

 

TA LEASING LLC,

 

and

 

TA OPERATING LLC

 

JUNE 1, 2015

 



 

TABLE OF CONTENTS

 

SECTION 1

DEFINITIONS

1

 

 

 

1.1

Definitions

1

 

 

 

SECTION 2

CONVEYANCE, EXCHANGE AND SALE OF PROPERTIES

6

 

 

 

2.1

COFO Properties, New Properties and Legacy TA Properties

6

 

 

 

2.2

Development Properties

7

 

 

 

2.3

Title Policies

7

 

 

 

2.4

Environmental Matters

7

 

 

 

2.5

“AS IS”

8

 

 

 

SECTION 3

MERGERS, AMENDMENT AND RESTATEMENT OF THE HISTORICAL TA LEASE, AMENDMENT OF THE PETRO LEASE, AMENDMENT OF THE DEFERRAL AGREEMENT, GUARANTIES AND OTHER MATTERS

9

 

 

 

3.1

Merger of TA Leasing

9

 

 

 

3.2

Merger of HPT GL Properties LLC

9

 

 

 

3.3

Amendment and Restatement of the Historical TA Lease

9

 

 

 

3.4

Amendment of the Petro Lease

9

 

 

 

3.5

Guaranty

9

 

 

 

3.6

Deferral Agreement

10

 

 

 

3.7

Lease of Certain New Properties and Legacy TA Properties

10

 

 

 

3.8

Lease of Development Properties

10

 

 

 

SECTION 4

REPRESENTATIONS AND WARRANTIES

10

 

 

 

4.1

TA Representations and Warranties

10

 

 

 

4.2

HPT Representations and Warranties

11

 

 

 

SECTION 5

MISCELLANEOUS

12

 

 

 

5.1

Arbitration

12

 

 

 

5.2

Confidentiality

14

 

 

 

5.3

Notices

14

 

 

 

5.4

Waivers, Etc.

15

 

 

 

5.5

Assignment, Successors and Assigns; Third Party Beneficiaries

15

 

 

 

5.6

Severability

16

 

 

 

5.7

Counterparts, Etc.

16

 

 

 

5.8

Governing Law

16

 

 

 

5.9

Expenses

16

 

 

 

5.10

Section and Other Headings; Interpretation

16

 

 

 

5.11

HPT NON-LIABILITY OF TRUSTEES

17

 



 

5.12

HPT-TA TRUST LANDLORD NON-LIABILITY OF TRUSTEES

17

 

 

 

5.13

HPT-PSC TRUST LANDLORD NON-LIABILITY OF TRUSTEES

17

 



 

TRANSACTION AGREEMENT

 

THIS TRANSACTION AGREEMENT is made June 1, 2015, by and among (a) Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), (b) HPT TA Properties Trust, a Maryland real estate investment trust (“HPT-TA Trust Landlord”), (c) HPT TA Properties LLC, a Maryland limited liability company (“HPT-TA LLC Landlord” and together with HPT-TA Trust Landlord, “HPT-TA Landlord”), (d) HPT PSC Properties Trust, a Maryland real estate investment trust (“HPT-PSC Trust Landlord”), (e) HPT PSC Properties LLC, a Maryland limited liability company (“HPT-PSC LLC Landlord” and together with HPT-PSC Trust Landlord, “HPT-PSC Landlord”), (f) TravelCenters of America LLC, a Delaware limited liability company (“TA LLC”), (g) TravelCenters of America Holding Company LLC, a Delaware limited liability company (“TA Holding”), (h) TA Leasing LLC, a Delaware limited liability company (“TA Leasing”), and (i) TA Operating LLC, a Delaware limited liability company (“TA Operating”).

 

PRELIMINARY STATEMENTS

 

HPT-TA Landlord and TA Leasing are parties to a Lease Agreement dated January 31, 2007 (as amended, the “Historical TA Lease”) which is guaranteed by TA LLC, TA Holding and TA Operating pursuant to a Guaranty Agreement dated January 31, 2007.

 

HPT-PSC Landlord and TA Operating (as successor to Petro Stopping Centers, L.P.) are parties to a Lease Agreement dated May 30, 2007 (as amended, the “Petro Lease”) which is guaranteed by TA LLC pursuant to a Guaranty Agreement dated May 30, 2007 (the “Petro Lease Guaranty”).

 

HPT, HPT-TA Landlord, TA Leasing, HPT-PSC Landlord, TA Operating (as successor to Petro Stopping Centers, L.P.) and TA LLC are parties to a Deferral Agreement dated August 11, 2008 (as amended, the “Deferral Agreement”).

 

The parties desire to (a) extend the term of, expand the premises demised by and otherwise modify the Historical TA Lease by amendment and restatement as four leases, (b) purchase, sell and exchange certain travel centers and certain improvements and related land and improvements, (c) provide for the purchase of certain travel centers now or to be under development, (d) amend the Petro Lease and (e) amend the Deferral Agreement, all on the terms and conditions set forth in this Agreement and the Schedules and Exhibits hereto.

 

NOW, THEREFORE, it is agreed:

 

SECTION 1
DEFINITIONS

 

1.1          Definitions.  Capitalized terms used in this Agreement shall have the meanings set forth below:

 

(1)           “AAA”:  the meaning given in Section 5.1.

 



 

(2)           “Agreement”:  this Transaction Agreement, together with the Schedules and Exhibits hereto, as amended in accordance with the terms hereof.

 

(3)           “Amended and Restated TA Leases”:  the meaning given in Section 3.2.

 

(4)           “Arbitration Award”:  the meaning given in Section 5.1.

 

(5)           “Business Day”:  any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

 

(6)           “COFO Properties”:  collectively, the Land identified on Schedule 1 and all Improvements thereon.

 

(7)           “COFO Properties Price”:  $45,042,040.

 

(8)           “Deferral Agreement”:  the meaning given in the Preliminary Statements.

 

(9)           “Development Cost”:  with respect to any Development Property, the sum of the applicable TA Parties’ historical land cost plus all amounts paid to third parties for the demolition, site preparation, design, development and construction of Improvements, equipping (only with respect to “integral equipment” as defined in accounting standards codification topic 360-20 (“ASC 360-20”)) and completion of such Development Property, including fees paid to architects, consultants and counsel.

 

(10)         “Development Properties”:  collectively, the Land identified on Schedule 2 and all Improvements to be constructed thereon.

 

(11)         “Disputes”: the meaning given in Section 5.1.

 

(12)         “EM Properties”:  the meaning given in Section 2.4.

 

(13)         “Entity”:  any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

 

(14)         “Environment”:  soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.

 

(15)         “Environmental Laws”:  all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of all courts of competent jurisdiction and Governmental Authorities, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to the Environment, including all valid and lawful requirements of courts and other Governmental Authorities pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of

 

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Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

 

(16)         “Exchange Date”:  June 9, 2015 or such other date as may be agreed upon by HPT and TA LLC.

 

(17)         “First Tranche Price”:  $24,414,641.

 

(18)         “Governmental Authority”:  any court, agency, authority, board (including environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over any of the parties or Real Property, or any portion thereof or the business conducted thereon.

 

(19)         “Hazardous Substances”:  any substance:

 

(A)                               the presence of which requires or may hereafter require notification, investigation or remediation under any Environmental Law; or

 

(B)                               which is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any Environmental Law including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 ET SEQ.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 ET SEQ.) and the regulations promulgated thereunder; or

 

(C)                               which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Authority; or

 

(D)                               the presence of which on the relevant property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such property, or any portion thereof, or to the health or safety of persons; or

 

(E)                                which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

 

(F)                                 which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

 

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(G)                               which contains or emits radioactive particles, waves or material.

 

(20)         “Historical TA Lease”:  the meaning given in the Preliminary Statements.

 

(21)         “HPT”:  the meaning given in the preamble to this Agreement.

 

(22)         “HPT Parties”: HPT, HPT-TA Trust Landlord, HPT-TA LLC Landlord, HPT-PSC Trust Landlord and HPT-PSC LLC Landlord.

 

(23)         “HPT-PSC Landlord”:  the meaning given in the preamble to this Agreement.

 

(24)         “HPT-PSC LLC Landlord”:  the meaning given in the preamble to this Agreement.

 

(25)         “HPT-PSC Trust Landlord”:  the meaning given in the preamble to this Agreement.

 

(26)         “HPT-TA Landlord”:  the meaning given in the preamble to this Agreement.

 

(27)         “HPT-TA LLC Landlord”:  the meaning given in the preamble to this Agreement.

 

(28)         “HPT-TA Trust Landlord”:  the meaning given in the preamble to this Agreement.

 

(29)         “Improvements”:  collectively, all buildings, structures and other improvements of every kind including “integral equipment”  (as defined in ASC 360-20), underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures situated upon any of the Land and, in the case of the Legacy TA Properties identified on Schedule 3, on the parcels of land owned or ground leased by HPT-TA Trust Landlord or HPT-TA LLC Landlord, as applicable.

 

(30)         “Intangible Property”:  collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character to the extent related to the ownership, and not the operation, of the New Properties, Legacy TA Properties, COFO Properties or Development Properties, as the case may be, but only to the extent the foregoing is assignable without any cost to such assignor.

 

(31)         “Land”:  collectively, all of TA Operating’s, HPT-TA Trust Landlord’s and HPT-TA LLC Landlord’s right, title and interest in and to the parcel or parcels of land described in Exhibit A as being owned or ground leased by each of them, together with all easements and appurtenances related thereto.

 

(32)         “Legacy TA Properties”:  collectively, the Improvements on the land owned or ground leased by HPT-TA Trust Landlord or HPT-TA LLC Landlord and identified on Schedule 4-A, the Land and Improvements adjacent to the land owned or ground leased by HPT-TA LLC

 

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Landlord and identified on Schedule 4-B, and certain Improvements on the land ground leased by HPT-TA LLC Landlord and identified on Schedule 4-C.

 

(33)         “Legacy TA Properties Price”: $54,164,364.

 

(34)         “Net Exchange Price”: $138,357,121.

 

(35)         “New Properties”:  collectively, the Land identified on Schedule 5 and all Improvements thereon.

 

(36)         “New Properties Price”: $225,218,000.

 

(37)         “Permitted Encumbrances”:  in respect of any Real Property, collectively, applicable zoning, subdivision, building and other land use laws and regulations; liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; all matters shown on or referenced in the Title Commitment for such Real Property which are reasonably acceptable to HPT (with respect to any Real Property other than a COFO Property) or TA LLC (with respect to any COFO Property); and all matters shown on the Survey for such Real Property which are reasonably acceptable to HPT (with respect to any Real Property other than a COFO Property) or TA LLC (with respect to any COFO Property).

 

(38)         “Person”:  any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

 

(39)         “Petro Lease”:  the meaning given in the Preliminary Statements.

 

(40)         “Petro Lease Guaranty”:  the meaning given in the Preliminary Statements.

 

(41)         “Real Property”:  any of the New Properties, Legacy TA Properties, COFO Properties or Development Properties.

 

(42)         “RMR”:  Reit Management & Research LLC.

 

(43)         “Rules”: the meaning given in Section 5.1.

 

(44)         “Second Tranche Price”:  $20,062,926.

 

(45)         “Substantially Complete”: with respect to each Development Property: (i) completion of all Improvements, but for punch list items, (ii) receipt of a final certificate of occupancy issued by the building department of the applicable Governmental Authority, (iii) receipt by TA Operating of any other permits or approvals necessary for the occupancy and use of such Development Property, and (iv) HPT’s receipt of a then-current as-built ALTA/ACSM land title survey showing all Improvements on such Development Property and no violations of any Permitted Encumbrances with respect to such Development Property.

 

(46)         “Survey”:  with respect to each Real Property, the ALTA/ACSM land title survey corresponding to such Real Property as identified on Schedule 6.

 

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(47)         “TA Holding”:  the meaning given in the preamble to this Agreement.

 

(48)         “TA Leasing”:  the meaning given in the preamble to this Agreement.

 

(49)         “TA LLC”:  the meaning given in the preamble to this Agreement.

 

(50)         “TA Operating”:  the meaning given in the preamble to this Agreement.

 

(51)         “TA Parties”: TA LLC, TA Holding, TA Leasing and TA Operating.

 

(52)         “Third Tranche Price”:  $51,505,636.

 

(53)         “Title Commitment”:  with respect to each Real Property, the title commitment, the existing title insurance policy or the date down endorsement issued by the Title Company corresponding to such Real Property, all as identified in Schedule 7.

 

(54)         “Title Company”:  First American Title Insurance Company or Stewart Title Guaranty Company, as applicable.

 

(55)         “Transferee”:  the meaning given in Section 2.5.

 

(56)         “Transferor”:  the meaning given in Section 2.5.

 

SECTION 2
CONVEYANCE, EXCHANGE AND SALE OF PROPERTIES.

 

2.1          COFO Properties, New Properties and Legacy TA Properties.  On the terms and conditions of this Agreement and (a) the Property Exchange Agreement in the form of Exhibit B-1, on the Exchange Date, in consideration of the payment by HPT to TA Operating of the Net Exchange Price and the conveyance by HPT-TA Trust Landlord and HPT-TA LLC Landlord of the COFO Properties to TA Operating, TA Operating shall simultaneously convey those New Properties and Legacy TA Properties identified on Exhibit B-1A to HPT-TA Trust Landlord or HPT-TA LLC Landlord, at HPT’s election, (b) one or more agreements in the form of Exhibit B-2 (the “Sales Agreement”), on June 16, 2015, in consideration of the payment by HPT to TA Operating of the First Tranche Price, TA Operating will sell those New Properties and TA Legacy Properties identified on Exhibit B-2A to HPT-TA Trust Landlord or HPT-TA LLC Landlord, at HPT’s election, (c) one or more Sales Agreements, on June 23, 2015, in consideration of the payment by HPT to TA Operating of the Second Tranche Price, TA Operating will sell those New Properties and Legacy TA Properties identified on Exhibit B-2B to HPT-TA Trust Landlord or HPT-TA LLC Landlord, at HPT’s election, and (d) one or more Sales Agreements, on December 31, 2015 or such earlier date (which shall be a Business Day) as may be designated by TA LLC by written notice delivered to HPT not less than five (5) Business Days in advance thereof, in consideration of the payment by HPT to TA Operating of the Third Tranche Price, TA Operating will sell those New Properties and Legacy Properties identified on Exhibit B-2C to HPT-TA Trust Landlord or HPT-TA LLC Landlord, at HPT’s election.  Each such conveyance shall include any related Intangible Property.  Upon the conveyance of New

 

6



 

Properties and Legacy TA Properties identified on each of Exhibit B-2A, B-2B and B-2C, such New Properties and Legacy TA Properties will be leased to TA Operating under one of the Amended and Restated TA Leases, as determined by HPT, and such lease will be amended to increase minimum rent by an amount equal to 8.6% of the First Tranche Price, Second Tranche Price or Third Tranche Price allocable to such New Properties and/or Legacy TA Properties being added to such lease and set forth on Exhibit B-2A, B-2B and B-2C, as the case may be.

 

2.2          Development Properties.  At such time as a Development Property is Substantially Complete, TA Operating agrees to sell, and HPT agrees (or will cause HPT-TA Trust Landlord or HPT-TA LLC Landlord) to purchase, such Development Property and any related Intangible Property on the terms and conditions of this Agreement and the Development Property Agreement in the form of Exhibit B-3, in consideration of the payment by HPT of a cash purchase price in an amount equal to TA Parties’ Development Cost and for other good and valuable consideration, provided HPT shall have no obligation to purchase any Development Property that is not Substantially Complete prior to June 30, 2017, and shall have no obligation to expend more than the maximum purchase price designated on Schedule 2 for any Development Property.  Upon purchase of a Development Property it will be leased to TA Operating under one of the Amended and Restated TA Leases or the Petro Lease, as determined by HPT, and such lease will be amended to increase minimum rent by an amount equal to 8.5% of the Development Cost (or the maximum purchase price, if applicable) of such Development Property and to reflect the “base year” for calculations or determinations under such lease in respect of such Development Property as the third full calendar year after the calendar year in which such Development Property was opened for business.  TA Operating shall keep HPT informed as to the progress of development of the Development Properties and shall provide HPT with such information with respect to the Development Cost of any Development Property as HPT may, from time to time, reasonably request.

 

2.3          Title Policies.  It shall be a condition of each of the foregoing sales, purchases and exchanges that the Title Company shall have issued, or shall be irrevocably committed to issue upon payment of the applicable premiums therefor, title policies for each of the New Properties, the Legacy TA Properties, the COFO Properties and the Development Properties based on the Title Commitment for such property and with such endorsements as may be reasonably required by HPT (with respect to the New Properties, the Legacy TA Properties and the Development Properties) or TA (with respect to the COFO Properties), subject in each case only to the Permitted Encumbrances.  If the foregoing condition is not satisfied with respect to any of the sales, purchases or exchanges described in Section 2.1(a) as of the Exchange Date, the Exchange Date shall be delayed until such condition is satisfied and each of the other dates set forth in Section 2.1 shall be tolled on a day-for-day basis until such condition is satisfied (unless the parties agree otherwise).  All parties shall use commercially reasonable efforts to cause the foregoing condition to be satisfied.

 

2.4          Environmental Matters.  In respect of the New Properties, the Legacy TA Properties and the Development Properties (collectively the “EM Properties”), the TA Parties represent and warrant to HPT-TA Landlord that:

 

(a)           Except as set forth in Schedule 8, there has been no release of Hazardous Substances on, under or from any of the EM Properties that has resulted in or would

 

7



 

reasonably be expected to result in the creation of any material liability under any Environmental Law.  TA Operating has not received any notice that any of the EM Properties (including soil, groundwater, surface water, buildings and other structures located on any such real property) has been contaminated with any Hazardous Substances which would reasonably be expected to result in a claim against, or a violation of Environmental Law or any permit by, TA Operating.  All releases of Hazardous Substances on, under, at or from any EM Property which are known to TA Operating and are in reportable quantities, have been properly reported to the appropriate Governmental Authorities in accordance with Environmental Laws, and any remediation required has been or is being undertaken by TA Operating in accordance with Environmental Laws.

 

(b)           Except as set forth in Schedule 9, TA Operating’s operations on each EM Property are currently and have been in compliance, in all material respects, with all Environmental Laws during the five (5) years prior to the date of this Agreement and TA Operating has not received from any Person at any time with respect to any of the EM Properties (i) any notice or claim under Environmental Law or (ii) any written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the date hereof.

 

(c)           Except as set forth in Schedule 10, none of the EM Properties is listed on, or has been proposed for listing on, the National Priorities List (or the Comprehensive Environmental Response Compensation and Liability Information System) under CERCLA, or any similar state list.

 

(d)           Schedule 11 contains a complete and correct list of all active and abandoned aboveground and underground storage tanks located on any of the EM Properties and the quantity, capacity and location (above ground or underground) of the storage tanks.  All underground storage tanks located on any of the EM Properties are currently registered with the appropriate Governmental Authority as required by applicable Environmental Law, and all required registration fees and transfer charges and taxes or impositions therefor and voluntary fees for trust fund participation, if applicable, for such storage tanks have been paid in full.  TA Operating has taken and will take through closing of this transaction, all commercially reasonable actions necessary to establish and maintain eligibility for coverage of the storage tanks under the applicable state storage tank trust fund.

 

(e)           TA Operating has provided to HPT-TA Landlord complete and correct copies of all material environmental reports, studies, audits, records, sampling data, site assessments and similar documents with respect to the EM Properties which are in the possession or control of TA Operating.

 

2.5          “AS IS”.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, OR IN ANY DOCUMENTS TO BE DELIVERED BY ANY OF THE TA PARTIES OR HPT PARTIES, AS TRANSFEROR (EACH A “TRANSFEROR”), TO ANY OF THE HPT PARTIES OR TA PARTIES, AS TRANSFEREE (EACH, A “TRANSFEREE”), NO TRANSFEROR HAS MADE, AND NO TRANSFEREE HAS RELIED ON, ANY

 

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INFORMATION, PROMISE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE REAL PROPERTY (WHETHER MADE BY A TRANSFEROR, ON A TRANSFEROR’S BEHALF OR OTHERWISE) INCLUDING THE PHYSICAL CONDITION OF THE REAL PROPERTY, TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS MATERIALS, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE ADEQUACY OF THE REAL PROPERTY FOR TRANSFEREE’S INTENDED USE, AND ANY OTHER INFORMATION PERTAINING TO THE REAL PROPERTY AND PHYSICAL ENVIRONMENTS IN WHICH IT IS LOCATED.

 

SECTION 3
MERGERS, AMENDMENT AND RESTATEMENT OF THE HISTORICAL TA LEASE, AMENDMENT OF THE PETRO LEASE, AMENDMENT OF THE DEFERRAL AGREEMENT, GUARANTIES AND OTHER MATTERS

 

3.1          Merger of TA Leasing.  On or before the Exchange Date, TA Leasing will be merged with and into TA Operating.  Prior to such merger, TA Leasing will convey the Legacy TA Property located in Denmark, Tennessee to TA Operating by quitclaim deed.  Simultaneously with such merger, (a) the Lease Agreement, dated January 31, 2007, between TA Leasing and TA Operating for the Improvements on the land described in Schedule 1-A shall terminate and (b) the Sublease Agreement, dated January 31, 2007, between TA Operating and TA Leasing under the Historical TA Lease shall terminate.

 

3.2          Merger of HPT GL Properties LLC.  On or before the Exchange Date, HPT GL Properties LLC will be merged with and into HPT-TA LLC Landlord.  Prior to such merger, HPT GL Properties LLC will convey its right, title and interest in the COFO Property located in Knoxville, Tennessee to HPT-TA Trust Landlord by quitclaim deed.  As between  HPT-TA Landlord, on the one hand, and TA Leasing and TA Operating, on the other hand, the leases identified on Schedule 12 shall be deemed to have survived any such merger before the Exchange Date but shall terminate on the Exchange Date.

 

3.3          Amendment and Restatement of the Historical TA Lease.  On the Exchange Date, HPT-TA Landlord and TA Operating will enter into each of the four (4) Amended and Restated Lease Agreements in the forms of Exhibit C-1, C-2, C-3 and C-4 (collectively, the “Amended and Restated TA Leases”).

 

3.4          Amendment of the Petro Lease.  On the Exchange Date, HPT-PSC Landlord and TA Operating will enter into the amendment of the Petro Lease in the form of Exhibit D and TA LLC will join to reaffirm that the Petro Lease Guaranty applies to the Petro Lease as so amended.

 

3.5          Guaranty.  On the Exchange Date, each of TA LLC and TA Holding will enter into a Guaranty of each of the Amended and Restated TA Leases in the form of Exhibit E.

 

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3.6          Deferral Agreement.  Contemporaneously with, and subject to, the execution and delivery of the Amended and Restated TA Leases, the Deferral Agreement shall be amended automatically, without further action on the part of any party, to eliminate the obligation to pay the portion of the Deferred Rent (as defined therein) due upon expiration of the term of the Historical TA Lease.

 

3.7          Lease of Certain New Properties and Legacy TA Properties.  Upon the purchase of the New Properties and Legacy TA Properties identified on each of Exhibit B-2A, B-2B and B-2C, such New Properties and Legacy TA Properties will be added to one of the Amended and Restated TA Leases, as determined by HPT, in its discretion.

 

3.8          Lease of Development Properties.  On the date of purchase of a Development Property by HPT (or a subsidiary), the Development Property will be added to one of the Amended and Restated TA Leases or to the Petro Lease (as amended), as determined by HPT, in its discretion.

 

SECTION 4
REPRESENTATIONS AND WARRANTIES

 

4.1          TA Representations and Warranties.  Each of the TA Parties represents and warrants to each of the HPT Parties that:

 

(a)           Organization.  It is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization and has full limited liability company power and authority to conduct its business as it is now being conducted and to own, operate or lease its properties and assets.

 

(b)           Authorization.  It has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  The execution and delivery of this Agreement by it and the consummation of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary limited liability company action.  This Agreement has been duly and validly executed and delivered by it and, assuming due authorization, execution and delivery by each of the other parties, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

 

(c)           No Violation.  The execution and delivery of this Agreement by it does not, and the consummation by each such entity of the transactions contemplated by this Agreement to be performed by it will not, (i) conflict with, or result in any violation of or default under, any provision of its limited liability company agreement; (ii) conflict with or result in any violation of or default under, any law or judgment applicable to it, or to which any of its properties are subject; or (iii) conflict with, or, with or without notice or the lapse of time, result in a breach, termination (or right of termination) or violation of or

 

10



 

default under the terms of any agreement, contract, indenture or other instrument to which it is a party or subject, or to which any of its properties are subject, except, with respect to the foregoing clauses (ii) and (iii), as would not have a material adverse effect on it or impair or delay its ability to consummate the transactions contemplated by this Agreement to be performed by it.

 

(d)           Approvals.  The execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated by this Agreement to be performed by it do not require the consent, approval, order, or authorization of any person under any agreement, contract, indenture or other instrument or Applicable Laws to which it is a party or subject or to which any of its respective properties are subject, except for any such consent, approval, order or authorization the failure of which to receive would not have a material adverse effect on it or impair or delay its ability to consummate the transactions contemplated by this Agreement to be performed by it.  No declaration, filing or registration with any governmental entity is required by it in connection with the execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement to be performed by it, except for filings required under securities laws.

 

4.2          HPT Representations and Warranties.  Each of the HPT Parties represents and warrants to each of the TA Parties that:

 

(a)           Organization.  It is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization and has full trust or limited liability company power and authority to conduct its business as it is now being conducted and to own, operate or lease its properties and assets.

 

(b)           Authorization.  It has all requisite trust or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  The execution and delivery of this Agreement by it and the consummation by each of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary trust or limited liability company action.  This Agreement has been duly and validly executed and delivered by it and, assuming due authorization, execution and delivery by each of the other parties, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

 

(c)           No Violation.  The execution and delivery of this Agreement by it does not, and the consummation by each such entity of the transactions contemplated by this Agreement to be performed by it will not, (i) conflict with, or result in any violation of or default under, any provision of its declaration of trust or limited liability company agreement; (ii) conflict with or result in any violation of or default under, any law or judgment applicable to it or to which any of its properties are subject; or (iii) conflict with, or, with or without notice or the lapse of time, result in a breach, termination (or

 

11



 

right of termination) or violation of or default under the terms of any agreement, contract, indenture or other instrument to which it is a party or subject or to which any of its properties are subject, except, with respect to the foregoing clauses (ii) and (iii), as would not have a material adverse effect on it or impair or delay its ability to consummate the transactions contemplated by this Agreement to be performed by it.

 

(d)           Approvals.  The execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated by this Agreement to be performed by it do not require the consent, approval, order, or authorization of any person under any agreement, contract, indenture or other instrument or Applicable Laws to which it is a party or subject or any of their representative properties are subject, except for any such consent, approval, order or authorization the failure of which to receive would not have a material adverse effect on it or impair or delay its ability to consummate the transactions contemplated by this Agreement to be performed by it.  No declaration, filing or registration with any governmental entity is required by it in connection with the execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement to be performed by it, except for filings required under securities laws.

 

SECTION 5
MISCELLANEOUS

 

5.1          Arbitration.  Any disputes, claims or controversies between the parties (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party (which, for purposes of this Section 5.1, shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any member, trustee, officer, manager (including RMR or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration provision, or the declarations of trust, limited liability company agreements or bylaws of any party hereto (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 5.1.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Section 5.1, the term “party” shall include any direct or indirect parent of a party.

 

There shall be three (3) arbitrators.  If there are only two (2) parties to the Dispute, each party shall select one arbitrator within fifteen (15) days after receipt of a demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other

 

12



 

hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within fifteen (15) days after receipt of a demand for arbitration.  Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either a claimant (or all claimants) or a respondent (or all respondents) fail to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three (3) arbitrators proposed by AAA.  If such party (or parties) fail to select such arbitrator by such time, the party (or parties) who have appointed the first arbitrator shall then have ten days to select one of the three (3) arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within fifteen (15) days thereafter, one of the three (3) arbitrators it had proposed as the second arbitrator.  The two (2) arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

 

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

 

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

 

In rendering an award or decision (the “Arbitration Award”), the arbitrators shall be required to follow the laws of State of Maryland.  Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

 

Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of a party’s award to the claimant or the claimant’s attorneys.  Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

 

An Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims,

 

13



 

counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Arbitration Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

 

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

 

This Section 5.1 is intended to benefit and be enforceable by the shareholders, members, direct and indirect parents, trustees, directors, officers, managers (including RMR or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

 

5.2          Confidentiality.  Each party hereto shall use commercially reasonable efforts to maintain the confidentiality of any information concerning the other party or any subsidiary of the other party provided to or discovered by it or its representatives and which is not otherwise available on a nonconfidential basis to such party and shall not (except as may otherwise be required by applicable law or the rules and regulations of the New York Stock Exchange or the American Stock Exchange) disclose such information, subject to the provisions of this Section, to anyone other than those people who have a need to know such information in connection with the conduct of such party’s business, including its attorneys, accountants and other representatives and agents or during the course of or in connection with any litigation or other action, arbitration, investigation or other proceeding based upon or in connection with the subject matter of this Agreement.

 

5.3          Notices.

 

(a)           Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by telecopy or by Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, and with all freight charges prepaid (if by Federal Express or similar carrier).

 

(b)           All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

 

14



 

(c)           All such notices shall be addressed:

 

If to any TA Party, to:

 

TravelCenters of America LLC
24601 Center Ridge Road
Westlake, OH  44145
Attn:  President
Telecopy no:  (440) 808-3301

 

If to any HPT Party, to:

 

Hospitality Properties Trust
255 Washington Street
Newton, Massachusetts  02458
Attn:  President
Telecopy no:  (617) 969-5730

 

(d)           By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address up to two other addresses within the United States of America.

 

5.4          Waivers, Etc.

 

No provision of this Agreement may be waived except by a written instrument signed by the party waiving compliance. No waiver by any party hereto of any of the requirements hereof or of any of such party’s rights hereunder shall release the other parties from full performance of their remaining obligations stated herein. No failure to exercise or delay in exercising on the part of any party hereto any right, power or privilege of such party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by such party. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

 

5.5          Assignment, Successors and Assigns; Third Party Beneficiaries.

 

This Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other parties, except to a successor to such party by merger or consolidation or an assignee of substantially all of the assets of such party. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other Person.

 

15



 

5.6          Severability.

 

If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

 

5.7          Counterparts, Etc.

 

This Agreement 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. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the parties hereto.

 

5.8          Governing Law.

 

This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts.

 

5.9          Expenses.  All fees and expenses (including attorneys’ fees) incurred by any of the HPT Parties in connection with this Agreement and the transactions contemplated hereby shall be paid by the TA Parties, including the costs, fees and base premium for an ALTA owner’s title insurance policy with respect to any of the Real Property in the amount of the COFO Properties Price, the Legacy TA Properties Price, the New Properties Price or the Development Cost, as the case may be, and any transfer taxes or similar impositions applicable to the recording of the deed or the transfer of any of the Real Property, fees and premium for extended or special coverage or endorsements to the title ALTA owner’s title insurance policy with respect to any of the Real Property, the costs of the Surveys and the costs of recording any closing documents, including the deeds.  The TA Parties shall each bear their own fees and expenses (including attorneys’ fees) incurred by any of them in connection with this Agreement and the transactions contemplated hereby.

 

5.10        Section and Other Headings; Interpretation.

 

The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this

 

16



 

Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references are to this Agreement, unless otherwise specified. The singular and plural use of a defined term shall have the correlative meaning.  The words “including” and “include” shall be deemed to be followed by the words “without limitation.”

 

5.11        HPT NON-LIABILITY OF TRUSTEES.  THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING HOSPITALITY PROPERTIES TRUST, DATED AUGUST 21, 1995, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HOSPITALITY PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HOSPITALITY PROPERTIES TRUST.  ALL PERSONS DEALING WITH HOSPITALITY PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HOSPITALITY PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

 

5.12        HPT-TA TRUST LANDLORD NON-LIABILITY OF TRUSTEES.  THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, DATED NOVEMBER 29, 2006, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUST.  ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

 

5.13        HPT-PSC TRUST LANDLORD NON-LIABILITY OF TRUSTEES.  THE DECLARATION OF TRUST ESTABLISHING HPT PSC PROPERTIES TRUST, DATED MAY 23, 2007, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT PSC PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT PSC PROPERTIES TRUST.  ALL PERSONS DEALING WITH HPT PSC PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT PSC PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

 

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

17



 

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

 

 

HOSPITALITY PROPERTIES TRUST

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

 

Name:

Mark L. Kleifges

 

 

Title:

Treasurer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

HPT TA PROPERTIES TRUST

 

 

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

 

Name:

Mark L. Kleifges

 

 

Title:

Treasurer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

HPT TA PROPERTIES LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

 

Name:

Mark L. Kleifges

 

 

Title:

Treasurer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

HPT PSC PROPERTIES TRUST

 

 

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

 

Name:

Mark L. Kleifges

 

 

Title:

Treasurer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

HPT PSC PROPERTIES LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

 

Name:

Mark L. Kleifges

 

 

Title:

Treasurer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

TRAVELCENTERS OF AMERICA LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Name:

Mark R. Young

 

 

Title:

Executive Vice President and General Counsel

 



 

 

TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Name:

Mark R. Young

 

 

Title:

Executive Vice President and General Counsel

 

 

 

 

 

 

 

 

 

TA LEASING LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Name:

Mark R. Young

 

 

Title:

Executive Vice President and General Counsel

 

 

 

 

 

 

 

 

 

TA OPERATING LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Name:

Mark R. Young

 

 

Title:

Executive Vice President and General Counsel

 



 

Exhibit A

 

Land

 

Ex.

 

Site Name

 

Street Address

 

City

 

State

 

Owner

A-1

 

Petro Gadsden

 

1724 West Grand Ave.

 

Gadsden

 

AL

 

TA Operating

A-2

 

TA Montgomery

 

980 West South Blvd.

 

Montgomery

 

AL

 

HPT-TA Trust Landlord

A-3

 

TA Holbrook

 

3747 Express Dr.

 

Holbrook

 

AZ

 

TA Operating

A-4

 

Petro Quartzsite

 

Quartzsite Avenue

 

Quartzsite

 

AZ

 

TA Operating

A-5

 

TA Livingston

 

435 Winton Pkwy.

 

Livingston

 

CA

 

TA Operating

A-6

 

Petro Santa Nella

 

28991 West Gonzaga Road

 

Santa Nella

 

CA

 

TA Operating

A-7

 

TA Jackson

 

PO Box 967

 

Jackson

 

GA

 

HPT-TA LLC Landlord

A-8

 

TA Effingham

 

1702 W. Evergreen

 

Effingham

 

IL

 

TA Operating

A-9

 

Petro Monee

 

5915 Monee Rd.

 

Monee

 

IL

 

TA Operating

A-10

 

TA Morris

 

21 Romines Drive

 

Morris

 

IL

 

TA Operating

A-11

 

Petro Wilmington

 

Lorenzo Road

 

Wilmington

 

IL

 

TA Operating

A-12

 

Petro Gary

 

3001 Grant St.

 

Gary

 

IN

 

TA Operating

A-13

 

Petro Greensburg

 

1409 S. Country Rd #850 E.

 

Greensburg

 

IN

 

TA Operating

A-14

 

TA Porter South

 

1441 W. Highway 20

 

Porter

 

IN

 

TA Operating

A-15

 

TA Beto Junction

 

2775 U.S. Hwy 75

 

Lebo

 

KS

 

TA Operating

A-16

 

TA Greenwood

 

8560 Greenwood Rd.

 

Greenwood

 

LA

 

TA Operating

A-17

 

TA Battle Creek

 

15874 Eleven Mile Rd.

 

Battle Creek

 

MI

 

TA Operating

A-18

 

TA Columbia

 

Bluff Road

 

Columbia

 

SC

 

TA Operating

A-19

 

Petro Florence

 

3001 TV Road

 

Florence

 

SC

 

TA Operating

A-20

 

TA Knoxville

 

615 Watt Road

 

Knoxville

 

TN

 

HPT-TA Trust Landlord

A-21

 

TA Pioneer

 

289 Howard Baker Highway

 

Pioneer

 

TN

 

TA Operating LLC

A-22

 

TA Denton

 

6420 N I-35

 

Denton

 

TX

 

HPT-TA Trust Landlord

A-23

 

TA Edinburg

 

8301 N Expressway 281

 

Edinburg

 

TX

 

TA Operating

A-24

 

TA Hillsboro

 

US 77

 

Hillsboro

 

TX

 

TA Operating

A-25

 

TA Laredo

 

1010 Beltway Parkway

 

Laredo

 

TX

 

TA Operating

A-26

 

TA Sweetwater

 

PO Box 1578

 

Sweetwater

 

TX

 

HPT-TA Trust Landlord

 

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

 

Ex A



 

EXHIBIT A-1 Petro Gadsden 1724 West Grand Avenue Gadsden, AL Parcel I: A parcel of land located in the North half of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees 31 minutes, 28 seconds West and along the Section line 1049.93 feet; thence run South 00 degrees, 38 minutes 01 seconds West 1280.05 feet to a concrete monument found at the Point of Beginning; thence run North 89 degrees 20 minutes, 49 seconds West 1361.70 feet to a rebar found on the East right-of-way of Interstate 59, a variable-width right-of-way; thence run South 45 degrees, 53 minutes, 22 seconds West and along said East right-of-way 326.88 feet to a concrete monument found; thence run South 89 degrees, 20 minutes 20 seconds East 1593.90 feet to a rebar found; thence run North 00 degrees, 37 minutes, 40 seconds East 230.40 feet to the Point of Beginning; situated, lying and being in Etowah County, Alabama. Parcel II: Commence at the Southeast corner of the Southeast Y4 of the Northeast 1/4, Section 14, Township 12 South, Range 5 East, and run northerly along the East line of said Southeast 1/4 of the Northeast 1/4 a distance of 127.60 feet; thence deflect 89 deg. 35 min. 00 sec. left and run a distance of 17.70 feet; thence deflect 90 deg. 00 min. 00 sec. right and run northerly a distance of 1608,53 feet, said point being 100 feet South of and parallel to the centerline of Alabama Highway 77; thence deflect 63 deg. 56 min, 00 sec. left and run northwesterly 100 feet South of and parallel to the centerline of Alabama Highway 77 a distance of 1015,30 feet; thence deflect 90 deg. 00 min, 00 sec, left and run southwesterly a distance of 50.00 feet to a point on the southwesterly right of way line of Alabama Highway 77; thence deflect 89 deg. 47 min. 21 sec. right and run northwesterly along the southwesterly right of way line of Alabama Highway 77 a distance of 128.66 feet to the point of beginning; From said point of beginning deflect 115 deg. 49 min. 09 sec. left and run southerly along the West line of a 100 foot wide reserved road right of way a distance of 851,43 feet; thence deflect 90 deg, 01 min. 34 sec. right and run westerly a distance of 1361.76 feet to a point on the southeasterly right of way line of Interstate 59; thence deflect 135 deg. 15 min. 00 sec. right and run northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 692,44 feet to an existing concrete monument; thence deflect 11 deg. 19 min. 40 sec. left and continue northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 500.07 feet to an existing concrete monument; thence deflect 18 deg. 30 min. 40 sec. left and continue northeasterly along the southeasterly right of way line of Interstate 59 ramp a distance of 165.52 feet to an existing concrete monument on the South right of way line of Alabama Highway 77; thence deflect right and run southeasterly along the southwesterly right of way line of Alabama Highway 77 and along a curve to the right having a Central Angle of 12 deg, 59 min, 48 sec., Radius of 1995.80 feet, Arc = 452.72 feet, a distance of 451.75 feet, measured along the chord of said curve having a Deflection Angle of 94 deg. 15 min. 18 sec. right and from the previous course; thence deflect 6 deg. 07 min, 37 sec. right from the chord of said curve and continue southeasterly along the southwesterly right of way line of Alabama Highway 77 a distance of 134.97 feet to the point of beginning. Said parcel of land being a portion of the North 1/2 of Section 14, Township 12 South, Range 5 East, being subject to a 15 foot utility easement along the North side of the properly and a 30 foot utility easement along the West sides of the property for an existing gas main, lying and being in Gadsden, Etowah County, Alabama.

 


 Gadsden, AL 35904 Page 2 Parcel III: A parcel of land located in the Northeast Quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the North line of Section 14 a distance of 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West a distance of 428.58 feet to a point on the South right-of-way of Alabama Highway 77, variable-width right-of-way, and the Point of Beginning; thence run South 00 degrees, 38 minutes, 01 seconds West and along the West margin of a 100 foot wide street right-of-way a distance of 851,47 feet; thence run South 00 degrees, 37 minutes, 40 seconds West and along the West margin of a 100 foot wide street right-of-way a distance of 230.40 feet; thence run North 89 degrees, 20 minutes 20 seconds East a distance of 40.00 feet; thence run North 00 degrees, 38 minutes 03 seconds East a distance of 1062.53 feet, more or less, to a point on the South right-of-way of said Highway 77; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way a distance of 44.44 feet, more or less, to the Point of Beginning; situated, lying and being in Etowah County, Alabama. Less and Except from Parcels I, II & III: A parcel of land located in the Northeast quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the section line 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West 428.58 feet to a concrete monument found on the South right-of way of Alabama Highway 77, a variable-width right-of-way; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way 134.52 feet to a concrete monument found; thence continue northwestwardly along said right-of-way, said right-of-way curving to the left and having a radius of 2067.90 feet, a chord distance of 151.75 feet to a concrete monument found on the East right-of-way of Interstate 59, said chord bearing North 69 degrees, 40 minutes, 16 seconds West; thence run South 16 degrees, 04 minutes 41 seconds West and along said East right of way 165.52 feet to a concrete monument found; thence run South 34 degrees, 33 minutes, 56 seconds West 38.69 feet to a capped rebar set at the Point of Beginning; thence continue South 34 degrees 33 minutes, 56 seconds West along said right-of-way 247.27 feet to a capped rebar set; thence run South 58 degrees, 34 minutes, 55 seconds East 240.29 feet to a capped rebar set; thence run North 34 degrees, 34 minutes, 57 seconds East 95.02 feet to a capped rebar set; thence run northeastwardly along a curve to the left, said curve having a radius of 420.00 feet, a chord distance of 86,40 feet to a capped rebar set, said chord bearing North 28 degrees, 40 minutes 05 seconds East; thence run North 22 degrees, 46 minutes 33 seconds East 99.22 feet to a capped rebar set; thence run North 67 degrees, 13 minutes, 27 seconds West 215.37 feet to the Point of Beginning. Austin’s Seafood and Steakhouse, L.L.C. Legal
Parcel IV: A parcel of land located in the Northeast quarter of Section 14, Township 12 South, Range 5 East, Etowah County, Alabama, and being more particularly described as follows: Commence at a concrete monument found at the Northeast corner of said Section 14; thence run North 89 degrees, 31 minutes, 28 seconds West and along the section line 1049.93 feet; thence run South 00 degrees, 38 minutes, 01 seconds West 428.58 feet to a concrete monument found on the South right-of-way of Alabama Highway 77, a variable-width right-of-way; thence run North 63 degrees, 34 minutes, 10 seconds West and along said right-of-way 131.52 feet to a concrete monument found; thence continue northwestwardly along said right-of-way, said right-of-way curving to the left and having a radius of 2067.90 feet, a chord distance of 451.75 feet to a concrete monument found on the East right-of-way of

 


 Gadsden, AL 35904 Page 3 Interstate 59, said chord bearing North 69 degrees, 40 minutes, 16 seconds West; thence run South 16 degrees, 04 minutes 41 seconds West and along said East right of way 165,52 feet to a concrete monument found; thence run South 34 degrees, 33 minutes, 56 seconds West 38.69 feet to a capped rebar set at the Point of Beginning; thence continue South 34 degrees 33 minutes, 56 seconds West along said right-of-way 247.27 feet to a capped rebar set; thence run South 58 degrees, 34 minutes, 55 seconds East 240.29 feet to a capped rebar set; thence run North 34 degrees, 34 minutes, 57 seconds East 95,02 feet to a capped rebar set; thence run northeastwardly along a curve to the left, said curve having a radius of 420.00 feet, a chord distance of 86,40 feet to a capped rebar set, said chord bearing North 28 degrees, 40 minutes 05 seconds East; thence run North 22 degrees, 46 minutes 33 seconds East 99,22 feet to a capped rebar set; thence run North 67 degrees, 13 minutes, 27 seconds West 215.37 feet to the Point of Beginning.

 


 EXHIBIT A-2 Montgomery, AL 980 West South Blvd. Montgomery, AL 36105 All that certain plot, place or parcel of land located in Montgomery County, Alabama bounded and described as follows: Parcel One: Beginning at the intersection of the North right-of-way line of South Boulevard (a 00 foot right-of-way) and the East line of the NE 1/4 of the NW 1/4 of Section 35, Township 16 North, Range 17 East, Montgomery County, Alabama, the said point being the SW corner of property now owned by Pure Oil Company; thence from the point of beginning North 78 degrees 11 minutes West along the North right-of-way line of South Boulevard a distance of 169.00 feet to the point of denied access of Interstate Highway 1-65; thence North 37 degrees 23 minutes West along the Northeasterly right-of-way line of said Interstate Highway a distance of 142.55 feet to an angle in said right-of-way; thence North 09 degrees 26 minutes East along the Easterly right-of-way line of said Interstate Highway a distance of 737.50 feet to an angle in said right-of-way, the said point being in the SE 1/4 of the SW 1/4 of Section 26, Township 16 North, Range 17 East; thence North 17 degrees 09 minutes East along the Easterly right-of-way line of said Interstate Highway a distance of 493.50 feet to the East line of the SE 1/4 of the SW 1/4 of said Section 25; thence South 00 degrees 32 minutes East along the East line of the SE 1/4 of the SE 1/4 of said Section 26 a distance of 559.20 feet to the SE corner of said SE 1/4 of said SE 1/4; thence South 01 degree 26 minutes West along the East line of the NE 1/4 of the NW 1/4 of said Section 35, which said line is the West line of the property now owned by Pure Oil Company and the Northerly extension thereof a distance of 788.35 feet to the point of beginning; the said land being in the SE 1/4 of the SE 1/4 of Section 26 and in the NE 1/4 of the NW 1/4 of Section 35, Township 16 North, Range 17 East, Montgomery City and County, Alabama. Parcel Two: A parcel of land located in the NW 1/4 of the NE 1/4, Section 35, Township 16 North, Range 17 East, Montgomery County, Alabama, beginning at the point of intersection of the North-South half section line with the North right-of-way line of Southern Boulevard and point being located North 01 degree 33 minutes East 543.2 feet from a stone marking the SE corner of said NW 1/4 of NE 1/4 and running thence along said half-section line North 01 degree 33 minutes East a distance of 500.00 feet; thence South 78 degrees 00 minutes East and parallel with the North line of Southern Boulevard a distance of 500.00 feet; thence South 01 degree 33 minutes West and parallel with said half section line a distance of 500.00 feet to a point on the North right-of-way line of the Southern Boulevard; thence North 78 degrees 00 minutes West 500.00 feet along the North right-of-way line of Southern Boulevard to the point of beginning Less and Except from Parcels One and Two the following: Commencing at the NW corner of the NW 1/4 of NE 1/4 of Section 35, Township 16 North, Range 17 East; thence Southerly along the West line of said NW 1/4 of NE 1/4 a distance of 782 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of Project No. F-352(18); thence South 81 degrees 39 minutes East parallel to the centerline of said Project a distance of 280 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of said Project at Station 38+00 and the point of beginning of the property herein described; thence Northeasterly along a straight line a distance of 215 feet, more or less, to a point on the present West right-of-way line of Eisenhower Drive that is 130 feet Northeasterly of and at right angles to the centerline line of said Project; thence Southerly along the said present West right-of-way line a distance of 32 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of said Project; thence North 81 degrees 39 minutes West parallel to the centerline of said Project a distance of 220 feet, more or less, to the point of beginning.

 


 EXHIBIT A-3 TA Holbrook 3747 Express Drive Holbrook, AZ THAT PART OF THE NORTH ONE-HALF OF SECTION 3, TOWNSHIP 17 NORTH, RANGE 20 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, NAVAJO COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST SECTION CORNER OF SAID SECTION 3; THENCE SOUTH TO THE SOUTHERLY RIGHT-OF-WAY LINE OF INTERSTATE 40, A DISTANCE OF 812.40 FEET; THENCE SOUTH 81 DEGREES 53 MINUTES 42 SECONDS EAST ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 365.10 FEET; THENCE ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 377.46 FEET, A CENTRAL ANGLE OF 26 DEGREES, 55 MINUTES 21 SECONDS, A CHORD BEARING OF SOUTH 68 DEGREES 20 MINUTES 43 SECONDS EAST, AND A CHORD DISTANCE OF 175.74 FEET, A DISTANCE OF 177.36 FEET; THENCE SOUTH 54 DEGREES 53 MINUTES 42 SECONDS EAST ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 237.70 FEET; THENCE ALONG SAID RIGHT-OF-WAY AND A CURVE TO THE LEFT, HAVING A RADIUS OF 577.78 FEET, A CENTRAL ANGLE OF 11 DEGREES 58 MINUTES 54 SECONDS, A CHORD BEARING OF SOUTH 60 DEGREES 53 MINUTES 27 SECONDS EAST AND A CHORD DISTANCE OF 120.61 FEET, A DISTANCE OF 120.83 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 02 DEGREES 01 MINUTES 07 SECONDS WEST A DISTANCE OF 828.41 FEET; THENCE SOUTH 87 DEGREES 59 MINUTES 06 SECONDS EAST A DISTANCE OF 1347,77 FEET; THENCE NORTH 05 DEGREES 06 MINUTES 40 SECONDS EAST A DISTANCE OF 878.07 FEET TO THE SOUTHERLY RIGHT-OF-WAY LINE OF INTERSTATE 40; THENCE SOUTH 86 DEGREES 00 MINUTES 01 SECONDS WEST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE 253.64 FEET; THENCE SOUTH 77 DEGREES 27 MINUTES 53 SECONDS WEST ALONG SAID RIGHT-OF-WAY A DISTANCE OF 461.40 FEET; THENCE NORTH 81 DEGREES 53 MINUTES 44 SECONDS WEST ALONG SAID RIGHT-OF-WAY A DISTANCE OF 552.67 FEET; THENCE ALONG SAID RIGHT-OF-WAY LINE AND ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 577.78 FEET, A CENTRAL ANGLE OF 15 DEGREES 00 MINUTES 55 SECONDS, A CHORD BEARING OF NORTH 74 DEGREES 23 MINUTES 22 SECONDS WEST AND A CHORD LENGTH OF 150.98 FEET; A DISTANCE OF 151.42 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT ALL OIL, GAS, COAL AND MINERAL AS RESERVED IN BOOK 31 OF DEEDS, PAGE 322.

 


EXHIBIT A-4 Petro Quartzsite  Quartzsite Avenue  Quartzsite, AZ PARCEL NO. 1 All that portion of the Southeast quarter (SE1/4) of Section 29, Township 4 North, Range 19 West of the Gila and Salt River Base and Meridian, La Paz County, Arizona, being more particularly described as follows; Commencing at the South quarter corner of said Section 29, being a found GLO Brass Cap, thence along the South line of said Section 29, South 89 degrees 52 minutes 43 seconds East a distance of 1154.48 feet; Thence North 09 degrees 40 minutes 44 seconds West a distance of 1191.91 feet to the TRUE POINT OF BEGINNING; Thence continuing North 09 degrees 40 minutes 44 seconds West a distance of 493.85 feet to a point of the South right of way of Interstate 10; Thence North 80 degrees 18 minutes 58 seconds East, along said right of way a distance of 166.10 feet; Thence North 48 degrees 01 minutes 09 seconds East, along said right of way a distance of 609.74 feet to a point of curvature to the right said curve having a central angle of 32 degrees 20 minutes 00 seconds, a radius of 1332.39 feet and length of 751.90 feet; Thence North 80 degrees 21 minutes 09 seconds East along said right of way a distance of 255.74 feet; Thence North 09 degrees 38 minutes 51 seconds West a distance of 73.00 feet; Thence North 80 degrees 24 minutes 54 seconds East a distance of 253.84 feet; Thence South 00 degrees 01 minutes 16 seconds East a distance of 1160.24 feet; Thence South 81 degrees 50 minutes 40 seconds West a distance 1709,79 feet to the TRUE POINT OF BEGINNING. RESERVING an easement 25 feet wide westerly of, parallel with and adjacent to the most easterly line of said parcel for the purpose of ingress, egress and public utilities. PARCEL NO. 2 EASEMENT FOR INGRESS AND EGRESS over all that portion of Section 29, Township 4 North, Range 19 West of the Gila and Salt River Base and Meridian, La Paz County, Arizona, described as follows; Commencing at the South quarter corner of said Section 29, being a found GLO Brass Cap, thence along the South line of said Section 29, South 89 degrees 52 minutes 43 seconds East a distance of 1154.48 feet; Thence North 09 degrees 40 minutes 44 seconds West a distance of 1191.91 feet to the TRUE POINT OF BEGINNING; Thence South 81 degrees 50 minutes 40 seconds West a distance of 100.04 feet; Thence North 09 degrees 40 minutes 44 seconds West a distance of 491.19 feet to a point on the South right of way of Interstate 10; Thence North 80 degrees 19 minutes 05 seconds East along said Southerly right of way a distance of 100.00 feet; Thence South 09 degrees 40 minutes 44 seconds East a distance of 493.85 feet to the TRUE POINT OF BEGINNING.

 


EXHIBIT A-5 TA Livingston 435 Winton Parkway  Livingston, CA PARCEL 1 AS SHOWN ON MAP ENTITLED, “PARCEL MAP FOR MICHAEL D. GALLO” RECORDED JULY 24, 2001 IN VOLUME 88 OF PARCEL MAPS AT PAGES 37 AND 38, MERCED COUNTY RECORDS. BEING A DIVISION OF PARCEL 3 AND THE REMAINDER PARCEL AS SHOWN ON THE “PARCEL MAP FOR JOSEPH E. GALLO” RECORDED IN VOLUME 85 OF PARCEL MAPS, AT PAGES 10 AND 11 OF SAID COUNTY RECORDS, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1, AS SHOWN ON THE “PARCEL MAP FOR MICHAEL D. GALLO” RECORDED IN BOOK 88 OF PARCEL MAPS AT PAGES 37 AND 38, MERCED COUNTY RECORDS. SAID PARCEL BEING IN THE NORTHWEST QUARTER OF SECTION 26, TOWNSHIP 6 SOUTH, RANGE 11 EAST, MOUNT DIABLO BASE AND MERIDIAN, CITY OF LIVINGSTON, COUNTY OF MERCED, STATE OF CALIFORNIA. THE EXTERIOR BOUNDARY OF SAID PARCEL IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A 3/4” IRON PIPE, TAGGED L.S. 6494 MARKING THE NORTHWEST CORNER OF SAID PARCEL 1; THENCE S89°40’26”E 598.41 FEET ALONG THE SOUTH RIGHT OF WAY LINE OF JOSEPH GALLO DRIVE TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE ALONG A NON- TANGENT 40 FOOT RADIUS CURVE, CONCAVE TO THE SOUTHWEST WHOSE RADIUS BEARS S00°27’53”W, A DISTANCE OF 63.73 FEET, THROUGH A CENTRAL ANGLE OF 91°17’07” TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE ALONG A 2452.50 FOOT RADIUS CURVE, CONCAVE TO THE EAST, WHOSE RADIUS BEARS S88°15’00”E, A DISTANCE OF 53.41 FEET THROUGH A CENTRAL ANGLE OF 1°14’52” TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE S00°30(1)08”W 123,23 FEET ALONG THE WEST RIGHT OF WAY LINE OF SAID WINTON PARKWAY TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE 500°30’08”W 353.60 FEET TO THE NORTH LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP; THENCE S89°31’55”W 223.44 FEET ALONG SAID NORTH LINE; THENCE S00°01(1)25”W 204.16 FEET ALONG THE WEST LINE OF SAID PARCEL 2 TO THE NORTH RIGHT OF WAY LINE OF THAT CERTAIN STREET KNOWN AS “B” STREET; THENCE S89°31’55”W 424.75 FEET ALONG SAID NORTH RIGHT OF WAY LINE TO A 3/4” IRON PIPE, TAGGED L.S. 6944; THENCE N01°07’37”E 784.44 FEET TO THE POINT OF BEGINNING. APN: 022-020-005-000

 


EXHIBIT A-6 Petro Santa Nella 28991 West Gonzaga Road  Santa Nella, CA Parcel A, as shown on that certain map entitled “PARCEL MAP FOR SAN LUIS PARTNERSHIP”, filed August 31, 1994 in Book 77, Pages 29 thru 35 of Parcel Maps, Merced County Records. EXCEPTING all oil, oil right, minerals, mineral rights, natural gas rights and other hydrocarbons by whatsoever name known that may be within or under the parcels of land hereinabove described without, however the right ever to drill, dig or mine through the surface of said land therefrom or otherwise in such manner as to endanger the safety of any highway that may be constructed on the lands hereby conveyed, without, however, the right of ingress or egress to the above described parcels of land over and across the highway right of way line as reserved in the deed from Anna Cuiffo recorded July 1, 1954 in Volume 1162, page 195 of Official Records. APN: 078-330-004-000

 


EXHIBIT A-7 Atlanta South, GA  PO Box 967 Jackson, GA 30529 All that tract or parcel of land lying and being in Land Lot 235 of the 3rd Land district, Butts County, Georgia and Land Lot 234 of the 3rd Land District, Lamar County Georgia, being more particularly described as follows: Beginning at a concrete right of way monument at the intersection of the East right of way of Interstate 75 and the South right of way of State Route 36 and the West right of way of Truckstop Way; thence South 62 degrees 50 minutes 11 seconds East along the westerly right of way of Truckstop Way 177,59 feet to a point; thence continuing along the said right of way South 39 degrees 20 minutes 43 seconds East 15.26 feet to a point; thence 392.39 feet along the arc of a curve to the left, said curve having a radius of 766.20 feet and being subtended by a chord bearing South 53 degrees 34 minutes 38 seconds East and a distance of 388.11 feet to a point; thence South 68 degrees 14 minutes 57 seconds East 113.35 feet to a 1-1/2 inch open top pipe at the western most right of way of an unnamed county road; thence following the said right of way of the unnamed county road South 01 degree 01 minute 00 seconds East 601.30 feet to a point; thence South 00 degrees 34 minutes 00 seconds East 404.40 feet to a point; thence South 08 degrees 00 minutes 00 seconds East 485.30 feet to a point; thence South 05 degrees 40 minutes 00 seconds East 1055.60 feet to a point; thence North 87 degrees 05 minutes 00 seconds West 480.69 feet to a point on the eastern right of way of Interstate 75; thence following the said right of way the following courses: North 17 degrees 03 minutes 19 seconds West 34.44 feet to a concrete monument; North 05 degrees 40 minutes 00 seconds West 945.69 feet to a concrete monument; North 08 degrees 00 minutes 05 seconds West 484,73 feet to a concrete monument; North 00 degrees 01 minute 11 seconds East 339.24 feet to a concrete monument; North 01 degree 23 minutes 52 seconds West 184.22 feet to a concrete monument ; North 07 degrees 51 minutes 31 seconds East 148.60 feet to a concrete monument; thence 712.95 feet along the arc of a curve to the left, said curve having a radius of 1115.92 feet and being subtended by a chord bearing North 08 degrees 51 minutes 40 seconds West and a distance of 701.50 feet to a concrete monument; thence North 25 degrees 33 minutes 35 seconds West 66.21 feet to a concrete monument and the Point of Beginning. Less and Except Easements acquired by Condemnation, Civil Action No. 96-V-442, Department of Transportation vs. National Auto/Truckstops, Inc., dated July 23, 1996, filed for record July 23, 1996 and recorded July 25, 1996 in Deed Book 203, Page 281, Butts County Records.

 


EXHIBIT A-8 TA Effingham  1702 W. Evergreen  Effingham, IL TRACT #1: A PART OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18, TOWNSHIP 8 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN SITUATED IN THE CITY OF EFFINGHAM COUNTY OF EFFINGHAM AND STATE OF ILLINOIS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT POINT ON THE EAST LINE OF THE SAID SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 SOUTH 0° 11’ EAST 568.8 FEET FROM THE NORTHEAST CORNER OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 18 (BEING THE SOUTHEAST CORNER OF THE TRACT DEEDED TO LEROY BORRIES AND MARYANN BORRIES BY RALPH KOESTER AND MARIE KOESTER ON AUGUST 16, 1968 RECORDED IN BOOK 384 PAGE 337 OF THE EFFINGHAM COUNTY RECORDS) THENCE SOUTH 0° 11’ EAST 333 FEET TO THE NORTHERLY RIGHT-OF-WAY LINE OF THE FRONTAGE ROAD CONVEYED TO THE STATE OF ILLINOIS BY WARRANTY DEED DATED JUNE 18, 1956 AND RECORDED IN BOOK 319 PAGE 482 OF THE EFFINGHAM COUNTY RECORDS; THENCE ALONG THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID FRONTAGE ROAD SOUTH 31° 00’ WEST DISTANCE OF 139 FEET THENCE ALONG SAID FRONTAGE ROAD RIGHT-OF-WAY ALONG CURVE TO THE RIGHT HAVING RADIUS OF 471.7 FEET AND TANGENT TO THE LAST NAMED BEARING FOR DISTANCE OF 496.7 FEET THENCE DUE SOUTH 20 FEET; THENCE DUE WEST 47 FEET; THENCE NORTH 0° 11’ WEST 692 FEET THENCE NORTH 89° 49’, EAST 137 FEET TO THE SOUTHWEST CORNER OF THE AFORESAID TRACT DEEDED TO LEROY BORRIES AND MARYANN BORRIES THENCE ALONG THE SOUTH LINE OF SAID TRACT, NORTH 85° 58’ EAST DISTANCE OF 386.3 FEET TO THE PLACE OF BEGINNING; TRACT #2: A PART OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18 TOWNSHIP 8 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN, SITUATED IN THE CITY OF EFFINGHAM COUNTY OF EFFINGHAM AND STATE OF ILLINOIS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT POINT WEST 386.3 FEET AND SOUTH 0° 11’ EAST 500 FEET FROM THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 18 THENCE SOUTH 85° 58’ WEST 451.7 FEET THENCE SOUTH 0° 11’ EAST 761 FEET TO THE NORTH RIGHT-OF-WAY LINE OF TOWNSHIP ROAD THENCE EAST 314.7 FEET THENCE NORTH 0° 11’ WEST 692 FEET THENCE NORTH 89° 49’ EAST 137.0 FEET THENCE NORTH 0° 11’ WEST 100 FEET TO THE POINT OF BEGINNING.

 


EXHIBIT A-9 Petro Monee 5915 Monee Road Monee, IL PARCEL 1: THE WEST 6 ACRES OF THE FOLLOWING DESCRIBED LAND TAKEN AS A TRACT: THE EAST 1/2 OF LOT 5 (EXCEPT THEREFROM THE WEST 200 FEET) AND LOT 6 IN ASSESSORS SUBDIVISION OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF SECTION 17, TOWNSHIP 34 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN EXCEPTING THEREFROM THE FEE SIMPLE TITLE CONVEYED TO THE STATE OF ILLINOIS BY DEED RECORDED JANUARY 25, 1967 AS DOCUMENT NUMBER R67-1386 IN WILL COUNTY, ILLINOIS ALSO EXCEPT THAT PART HERETOFORE DEDICATED FOR PUBLIC USE TO WILL COUNTY DEPARTMENT OF HIGHWAYS RECORDED SEPTEMBER 17, 2007 AS DOCUMENT NO. R2007138624. PARCEL 2: THE EAST 689.36 FEET OF THE WEST 909.36 FEET OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 OF SECTION 20, IN TOWNSHIP 34 NORTH, AND IN RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN WILL COUNTY, ILLINOIS, EXCEPTING THEREFROM THAT PART CONVEYED TO THE STATE OF ILLINOIS BY DEED RECORDED APRIL 20, 1967 AS DOCUMENT NO. R67-4933. SAID PARCEL OF LAND ALSO DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 OF SECTION 20 AFORESAID WITH THE EAST LINE OF THE WEST 909.36 FEET OF SAID NORTH 60 ACRES; THENCE SOUTH 89 DEGREES 20 MINUTES 41 SECONDS WEST ALONG THE SOUTH LINE OF SAID NORTH 60 ACRES 689.36 FEET TO THE WEST LINE OF THE EAST 689.36 FEET OF THE WEST 909.36 FEET OF SAID NORTH 60 ACRES; THENCE NORTH 00 DEGREES 14 MINUTES 18 SECONDS WEST ALONG THE LAST DESCRIBED LINE 936.65 FEET TO THE SOUTH LINE OF PROPERTY CONVEYED TO THE STATE OF ILLINOIS PER DOCUMENT NO. R67-4933; THENCE NORTH 89 DEGREES 20 MINUTES 41 SECONDS EAST ALONG SAID SOUTH LINE 150.08 FEET TO THE SOUTHEAST CORNER OF PROPERTY CONVEYED AFORESAID; THENCE NORTH OD DEGREES 14 MINUTES 18 SECONDS WEST ALONG THE EAST LINE THEREOF 15.0 FEET TO THE SOUTHWEST CORNER OF PROPERTY CONVEYED TO THE STATE OF ILLINOIS PER DOCUMENT NO. R73-35249; THENCE NORTH 89 DEGREES 20 MINUTES 41 SECONDS EAST ALONG THE SOUTH LINE OF PROPERTY CONVEYED BY DOCUMENT R73-35429 FOR A DISTANCE OF 239.30 FEET TO THE EAST LINE OF THE WEST 909.36 FEET OF THE NORTH 60 ACRES OF THE NORTHEAST 1/4 AFORESAID; THENCE SOUTH 00 DEGREES 14 MINUTES 18 SECONDS EAST ALONG THE LAST DESCRIBED LINE 951.65 FEET TO THE POINT OF BEGINNING, IN WILL COUNTY, ILLINOIS.

 


EXHIBIT A-10 TA Mon(-)is 21 Romines Drive Morris, IL Parcel 1: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of Section 27 for a distance of 871,33 feet for a place of beginning; thence continuing North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of said Section 27 for a distance of 461.01 feet; thence South 01 Degrees 22 Minutes 46 Seconds East for a distance of 575.35 feet; thence South 52 Degrees 56 Minutes 42 Seconds West for a distance of 136.71 feet; thence South 37 Degrees 03 Minutes 18 Seconds East for a distance of 180.10 feet to a point on the northerly line of Interstate Route 80 as depicted on the Plat of Highways recorded as Document 332059; thence South 52 Degrees 56 Minutes 40 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 72.12 feet; thence South 57 Degrees 50 Minutes 37 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 526.93 feet; thence South 65 Degrees 37 Minutes 30 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 205.00 feet; thence South 79 Degrees 49 Minutes 01 Seconds West along the said northerly right-of-way line of Interstate 80 for a distance of 287.63 feet; thence North 55 Degrees 14 Minutes 14 Seconds West along the said northerly right-of-way line of Interstate Route 80 for a distance of 193.66 feet; thence North 27 Degrees 29 Minutes 42 Seconds West along the east right-of-way line of Illinois Route 47 as depicted on said Document 386495 for a distance of 164.96 feet; thence North 07 Degrees 40 Minutes 48 Seconds West along said east right-of-way line of Illinois Route 47 for a distance of 201.26 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along said east right-of-way line of Illinois Route 47 for a distance of 195.00 feet; thence North 62 Degrees 21 Minutes 27 Seconds East along said east right-of-way line of Illinois Route 47 for a distance of 69.77 feet; thence North 43 Degrees 44 Minutes 20 Seconds East along the said east right-of-way line of Illinois Route 17 for a distance of 83.44 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along the said east right-of-way line of Illinois Route 47 for a distance of 35.27 feet; thence North 88 Degrees 04 Minutes 15 Seconds East for a distance of 662.51 feet; thence North 01 Degrees 55 Minutes 45 Seconds West for a distance of (4)144.44 feet to the place of beginning, in Grundy County, Illinois. Parcel 2: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of Section 27 for a distance of 1332.33 for a place of beginning; thence North 01 Degrees 22 Minutes 46 Seconds West for a distance of 7.65 feet; thence North 88 Degrees 07 Minutes 21 Seconds East for a distance of 1134.66 feet to a point on the northerly right-of-way line of Interstate Route 80 as depicted on the Plat of Highways recorded as Document 386495; thence South 52 Degrees 56 Minutes 40 Seconds West along said right-of-way line for a distance of 1204.13 feet; thence North 37 Degrees 03 MInutes 18 Seconds West for a distance of 180.10 feet; thence South 52 Degrees 56 Minutes 42 Seconds West for a distance of 63.29 feet; thence North 01 Degrees 22 Minutes 46 Seconds West for a distance of 575.35 feet to the place of beginning, in Grundy County, Illinois.

 


Morris, IL Page 2 Parcel 3: That part of Section 27, Township 34 North, Range 7 East of the third Principal Meridian, described as follows: Commencing at the northwest corner of the Southwest Quarter of said Section 27; thence North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of Section 27 for a distance of 70.00 feet to a point on the east right-of-way line of Illinois Route 47 as Depicted on the Plat of Highway recorded as document 344829 being also the place of beginning; thence continuing North 88 Degrees 07 Minutes 22 Seconds East along the north line of the Southwest Quarter of said Section 27 for a distance of 801.33 feet; thence South 01 Degrees 55 Minutes 45 Seconds for a distance of 444.44 feet; thence South 88 Degrees 04 Minutes 15 Seconds West for a distance of 721.51 feet; thence North 62 Degrees 31 Minutes 24 Seconds West 71.28 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along the westerly right-of-way line of Illinois Route 47 for a distance of 226,05 feet; thence South 88 Degrees 44 Minutes 20 Seconds West along said right-of-way line for a distance of 22.50 feet; thence North 01 Degrees 15 Minutes 40 Seconds West along said right-of-way for a distance of 183.88 feet to the place of beginning, in Grundy County, Illinois.

 


EXHIBIT A-11 Petro Wilmington  Lorenzo Road  Wilmington, IL PARCEL 1; LOT 7 IN RIDGEPORT LOGISTICS CENTER - PHASE 2, BEING A SUBDIVISION OF PART OF SECTION 16, TOWNSHIP 33 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED MAY 2, 2014 AS DOCUMENT R2014-036536 AND AS AMENDED BY THE CERTIFICATE OF CORRECTION RECORDED AUGUST 21, 2014 AS DOCUMENT NO. R2014-074296 AND BY CERTIFICATE OF CORRECTION RECORDED DECEMBER 10, 2014 AS DOCUMENT R2014-107175, IN WILL COUNTY, ILLINOIS PARCEL 2: AN EXCLUSIVE AND PERPETUAL SIGN EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY SIGN EASEMENT DATED JANUARY 23, 2015 AND RECORDED FEBRUARY 10, 2015 AS DOCUMENT R2015-31046 FROM RIDGE LOGISTICS PARK I, LLC, A DELAWARE LIMITED LIABILITY COMPANY TO TA WILMINGTON 1L LLC, A DELAWARE LIMITED LIABILITY COMPANY, OVER THE FOLLOWING DESCRIBED LAND: THAT PART OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 33 NORTH RANGE 9 EAST OF ‘1.’HE THIRD PRINCIPAL MERIDIAN IN WILL COUNTY, ILLINOIS DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY CORNER OF LOT 7 IN RIDGEPORT LOGISTICS CENTER-PHASE 2, RECORDED MAY 2, 2014 AS DOCUMENT 82014-036536; THENCE NORTH 31 DEGREES 22 MINUTES 33 SECONDS EAST (BASED UPON THE ILLINOIS STATE PLANE COORDINATE SYSTEM OF 1983, EAST ZONE), ALONG THE NORTHERLY EXTENSION OF THE MOST EASTERLY LINE OF SAID LOT 7, 336.83 FEET TO THE SOUTHERLY LINE OF RELOCATED LORENZO ROAD HERETOFORE DEDICATED PER PLAT OF HIGHWAYS DOCUMENT R2002-10752; THENCE NORTH 59 DEGREES 3B MINUTES 49 SECONDS WEST, ALONG THE SOUTHERLY LINE OF SAID LORENZO RAOD, 45.73 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 30 DEGREES 21 MINUTES 11 SECONDS WEST, 30.00 FEET; THENCE NORTH 59 DEGREES 38 MINUTES 49 SECONDS WEST, 25,00 FEET; THENCE NORTH 30 DEGREES 21 MINUTES 11 SECONDS EAST, 30.00 FEET TO THE SOUTHERLY LINE OF SAID LORENZO ROAD; THENCE SOUTH 59 DEGREES 38 MTNUTES 49 SECONDS EAST ALONG SAID SOUTHERLY LINE, 25.00 FEET TO THE POINT OF BEGINNING. TOGETHER WITH NON-EXCLUSIVE RIGHTS TO ACCESS THERETO AND THE ABILITY TO RUN UTILITY LINES THERE TO OVER A LEGAL DESCRIPTION TO BE AGREED UPON BY THE PARTIES AND MEMORIALIZED IN A WRITING TO BE RECORDED UPON AGREEMENT BY THE PARTIES AS CONTAINED TN THE AFORESAID SIGN EASEMENT AGREEMENT PARCEL 3: A NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY THE PLAT OF RIDEPORT LOGISTICS CENTER-PHASE 2 SUBDIVISION RECORDED MAY 2, 2014 AS DOCUMENT R2011-036536 AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED AUGUST 21, 2014 AS DOCUMENT R2014-074296 AND ALSO AMENDED BY CERTIFICATE OF CORRECTION RECORDED DECEMBER 10, 2014 AS DOCUMENT R2014-107175 FOR THE PURPOSE OF STORAGE AND FREE-FLOW OF STORMWATER AND THE FOREGOING RIGHT INCLUDES THE RIGHT TO DRAIN STORMWATER BENEATH ALL ROADS WITHIN RIDGEPORT LOGISTICS CENTER-PHASE 2.

 


Wilmington, IL Page 2 TERMS, COVENANT, CONDITIONS AND RESTRICTIONS CONTAINED IN THE MEMORANDUM OF REPURCHASE OPTION DATED - AND RECORDED - AS DOCUMENT NUMBER - MADE BY AND BETWEEN TA WI LMI NGTON I L LLC, A DELAWARE LI MI TED LI ABI LI TY COMPANY, AND RIDGE LOGI STRI CS PARK I , LLC, A DELAWARE LI MI TED LI ABILITY COMPANY.

 


EXHIBIT A-12 Petro Gary 3001 Grant Street Gary, IN PARCEL 1: PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF GRANT STREET (54 FEET EAST OF THE WEST LINE OF SAID NORTHWEST 1/4) WHICH IS 1899,03 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST 1/4; THENCE EAST AT RIGHT ANGLES TO THE EAST LINE OF GRANT STREET, 120 FEET; THENCE NORTH PARALLEL TO THE EAST LINE OF GRANT STREET, 182.95 FEET MORE OR LESS, TO A LINE DRAWN PERPENDICULAR TO THE WEST LINE OF SAID NORTHWEST 1/4 THROUGH A POINT IDENTIFIED AS STATION 2 PLUS 35 ON CENTER LINE “C” AS SET OUT IN THE DESCRIPTION OF PARCEL 334 OF PROJECT NO. 265, SECTION 22, IN A RIGHT-OF-WAY GRANT TO THE STATE HIGHWAY DEPARTMENT OF INDIANA, RECORDED IN RIGHT OF WAY GRANT RECORD 1127 PAGE 273, IN THE OFFICE OF THE RECORDER OF LAKE COUNTY, INDIANA; THENCE WEST ALONG SAID PERPENDICULAR LINE 120 FEET TO THE EAST LINE OF GRANT STREET; THENCE SOUTH ALONG THE EAST LINE OF GRANT STREET 182.95 FEET, MORE OR LESS TO THE POINT OF BEGINNING. PARCEL 2: PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF GRANT STREET WHICH IS 1,799.03 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST 1/4 OF SECTION 21, SAID POINT OF BEGINNING BEING 200 FEET NORTH OF THE NORTH LINE OF THE ENTRANCE PARCEL OF THE UNITED STATES ARMY SITE AS SAID ENTRANCE PARCEL IS DESCRIBED IN AN EASEMENT RECORDED IN MISCELLANEOUS RECORD 626 PAGE 238; THENCE EAST AT RIGHT ANGLES TO THE EAST LINE OF GRANT STREET AND 200 FEET NORTH OF A LINE PARALLEL WITH THE NORTH LINE OF SAID ENTRANCE PARCEL, 120 FEET; THENCE NORTH AND PARALLEL WITH THE EAST LINE OF GRANT STREET 100 FEET; THENCE WEST AT RIGHT ANGLES 120 FEET TO THE EAST LINE OF GRANT STREET; THENCE SOUTH ALONG THE EAST LINE OF GRANT STREET 100 FEET TO THE PLACE OF BEGINNING. PARCEL 3: A PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EAST RIGHT-OF-WAY LINE GRANT STREET (54 FEET EAST OF THE WEST LINE OF SAID NORTHWEST 1/4) WHICH IS 1,799.03 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST 1/4; THENCE EAST RIGHT ANGLES TO THE EAST RIGHT-OF-WAY LINE OF GRANT STREET 120.0 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING EAST ALONG SAID LAST MENTIONED COURSE 120.0 FEET; THENCE NORTH PARALLEL WITH THE EAST RIGHT-OF-WAY LINE OF GRANT STREET 283.95 FEET MORE OR LESS TO A LINE DRAWN PERPENDICULAR TO THE WEST LINE OF SAID NORTHWEST 1/4, THROUGH A POINT IDENTIFIED AS STATION 2 PLUS 35 ON CENTER LINE “C” AS SET OUT IN

 


Gary, N Page 2 THE DESCRIPTION OF PARCEL 331 OF PROJECT NO, 265, SECTION 22, IN A RIGHT-OF-WAY GRANT TO THE STATE HIGHWAY DEPARTMENT OF INDIANA, RECORDED IN A RIGHT-OF-WAY GRANT RECORD 1127 PAGE 273, IN THE OFFICE OF THE RECORDED OF LAKE COUNTY, INDIANA; THENCE WEST ALONG SAID PERPENDICULAR LINE 120.0 FEET THENCE SOUTH PARALLEL WITH THE EAST RIGHT-OF-WAY LINE OF GRANT STREET 282.95 FEET MORE OR LESS TO THE POINT OF BEGINNING, EXCEPT FROM THE ABOVE DESCRIBED PARCEL THAT PART DESCRIBED AS FOLLOWS: PART OF THE NORTHWEST 1/1 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EAST LINE OF GRANT STREET WHICH IS 1,799.03 FEET NORTH OF THE SOUTH LINE OF THE NORTHWEST 1/1 OF SECTION 21, SAID POINT OF COMMENCEMENT BEING 200 FEET NORTH OF THE NORTH LINE OF THE ENTRANCE PARCEL OF THE UNITED STATES ARMY SITE AS SAID ENTRANCE IS DESCRIBED IN AN EASEMENT RECORDED IN MISCELLANEOUS RECORD 626 PAGE 238; THENCE EAST RIGHT ANGLES TO THE EAST LINE OF GRANT STREET AND 200 FEET NORTH OF AND PARALLEL WITH THE NORTH LINE OF SAID ENTRANCE PARCEL, 120 FEET TO THE POINT OF BEGINNING; THENCE NORTH PARALLEL WITH THE EAST RIGHT-OF-WAY LINE OF GRANT STREET 282.95 FEET, MORE OR LESS, TO A LINE DRAWN PERPENDICULAR TO THE WEST LINE OF SAID NORTHWEST 1/4 OF SECTION 21; THENCE EAST ON SAID PERPENDICULAR LINE, 30 FEET; THENCE SOUTH 68.97 FEET; THENCE WEST 21 FEET; THENCE SOUTH 213.95 FEET TO A POINT 6 FEET EAST OF THE POINT OF BEGINNING; THENCE WEST 6 FEET TO THE POINT OF BEGINNING. PARCEL 4: PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EAST LINE OF GRANT STREET WHICH IS 1,799,03 FEET NORTH OF THE SOUTH LINE OF THE NORTHWEST 1/4 OF SECTION 21, SAID POINT OF COMMENCING BEING 200 FEET NORTH OF THE NORTH LINE OF THE ENTRANCE PARCEL OF THE UNITED STATES ARMY SITE AS SAID ENTRANCE IS DESCRIBED IN AN EASEMENT RECORDED IN MISCELLANEOUS RECORD 626 PAGE 238; THENCE EAST AT RIGHT ANGLES TO THE EAST LINE OF GRANT STREET AND 200 FEET NORTH OF AND PARALLEL WITH THE NORTH LINE OF SAID ENTRANCE PARCEL 120 FEET TO THE POINT OF BEGINNING: THENCE NORTH PARALLEL WITH THE EAST RIGHT-OF-WAY LINE OF GRANT STREET 282.95 FEET, MORE OR LESS, TO A LINE DRAWN PERPENDICULAR TO THE WEST LINE OF SAID NORTHWEST 1/1 OF SECTION 21; THENCE EAST ON SAID PERPENDICULAR LINE, 30 FEET; THENCE SOUTH 68.97 FEET; THENCE WEST 29 FEET; THENCE SOUTH 213.98 FEET TO A POINT 6 FEET EAST OF THE POINT OF BEGINNING; THENCE WEST 6 FEET TO THE POINT OF BEGINNING, PARCEL 5: A PART OF THE NORTHWEST 1/4 OF SECTION 21. TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, MORE PARTICULARLY DESCRIBE AS FOLLOWS: COMMENCING AT A POINT ON THE EAST RIGHT-OF-WAY LINE OF GRANT STREET SAID POINT BEING 54 FEET EAST OF THE WEST LINE OF SAID NORTHWEST 1/1 OF SECTION 21, AND 1,799.03 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST 1/4 OF SECTION 21: THENCE EAST OF RIGHT ANGLES TO THE EAST RIGHT-OF-WAY LINE OF GRANT STREET 120.00 FEET TO THE POINT OF BEGINNING: THENCE CONTINUING EAST 120.00 FEET; THENCE NORTH ON PARALLEL WITH THE EAST RIGHT-OFWAY LINE OF GRANT STREET, 205.18 FEET, MORE OR LESS, TO A POINT WHICH IS 78.77 FEET SOUTH OF LINE DRAWN AT RIGHT ANGLES TO THE WEST LINE OF SAID NORTHWEST 1/4 OFSECTION 21 THROUGH A POINT IDENTIFIED AS STATION 2 PLUS 35 ON CENTER LINE “C” AS SET OUT IN THE DESCRIPTION OF PARCEL 334 OF PROJECT NO. 265, SECTION 22 IN A RIGHT-OF- WAY GRANT TO THE INDIANA DEPARTMENT OF HIGHWAYS, RECORDED IN RIGHT-OF-WAY GRANT RECORD 1127 PAGE 273, IN THE OFFICE OF THE RECORDER OF LAKE COUNTY, INDIANA: THENCE EAST PERPENDICULAR TO THE EAST RIGHT-OF-WAY LINE OF GRAND STREET 271,00 FEET; THENCE SOUTH PARALLEL WITH EAST RIGHT-OF-WAY LINE GRANT STREET 305.18 FEET; THENCE

 


Gary, IN Page 3 CONTINUING WEST PERPENDICULAR TO THE EAST RIGHT-OFWAY LINE OF GRAND STREET, 391.00 FEET; THENCE NORTH PERPENDICULAR TO SAID LAST MENTIONED COURSE 100.00 FEET TO THE POINT OF BEGINNING. PARCEL 6: THAT PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF GRANT STREET WHICH IS 1,434.03 FEET, NORTH OF THE SOUTH LINE OF THE SAID NORTHWEST 1/4 OF SECTION 21; THENCE EAST AT RIGHT ANGLES IN THE EAST LINE OF GRANT STREET A DISTANCE OF 120 FEET; THENCE NORTH PARALLEL TO THE EAST LINE OF GRANT STREET A DISTANCE OF 115 FEET TO THE SOUTH LINE OF THE ENTRANCE PARCEL OF THE U.S. ARMY SITE, AS THE SAID ENTRANCE PARCEL IS DESCRIBED IN RIGHT-OF-WAY EASEMENT, IN MISCELLANEOUS RECORD 626 PAGE 238 AS DOCUMENT NO, 811940, IN LAKE COUNTY, INDIANA; THENCE WEST AT RIGHT ANGLE TO THE EAST LINE OF GRANT STREET, ALONG THE SOUTH LINE OF SAID ENTRANCE PARCEL A DISTANCE OF 120 FEET TO THE EAST LINE OF GRANT STREET; THENCE SOUTH ALONG THE EAST LINE OF GRANT STREET A DISTANCE OF 115 FEET TO THE POINT OF BEGINNING. PARCEL 7: INTENTIONALLY OMITTED  PARCEL 8: INTENTIONALLY OMITTED PARCEL 8A (REMAINDER LEASEHOLD): PART OF THE WEST 1/2 OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE SECOND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE WEST LINE OF SAID NORTHWEST 1/4 OF SAID SECTION 21 WHICH IS 689.87 FEET NORTH OF THE SOUTH LINE OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF THE SAID SECTION 21; THENCE EAST AT RIGHT ANGLES TO THE WEST LINE OF SAID NORTHWEST 1/4 OF SAID SECTION 21, A DISTANCE OF 565.00 FEET TO THE POINT OF BEGINNING, WHICH POINT OF BEGINNING IS 68.97 FEET SOUTH OF A LINE DRAWN AT RIGHT ANGLES TO THE WEST LINE OF SAID NORTHWEST 1/4 OF SAID SECTION 21 THROUGH A POINT IDENTIFIED AS STATION 2 PLUS 35 ON CENTERLINE “C” AS SET OUT IN THE DESCRIPTION OF PARCEL 334 OF PROJECT NO. 265, SECTION 22, IN A RIGHT OF WAY GRANT TO THE INDIANA D DEPARTMENT OF HIGHWAYS (NOW THE INDIANA DEPARTMENT OF TRANSPORTATION), RECORDED IN THE OFFICE OF THE RECORDER OF LAKE COUNTY INDIANA, IN RIGHT OF WAY GRANT RECORD 1127 PAGE 273; THENCE CONTINUING NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST (ALL BEARINGS IN THIS DESCRIPTION ARE ASSUMED AT RIGHT ANGLES TO THE WEST LINE OF SAID NORTHWEST 1/4 OF SAID SECTION 21 A DISTANCE OF 343.47 FEET TO A POINT WHICH IS 418 FEET, MORE OR LESS, WEST OF THE WEST LINE SAID NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF SAID SECTION 21; THENCE SOUTH 0 DEGREES 01 MINUTES 15 SECONDS WEST AND PARALLEL WITH SAID EAST LINE A DISTANCE OF 1,316.60 FEET; MORE OR LESS TO A POINT ON THE NORTH RIGHT WAY LINE OF WEST 32ND AVENUE; THENCE NORTH 88 DEGREES 57 MINUTES 48 SECONDS WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 606.90 FEET; THENCE NORTH A DISTANCE OF 290.0 FEET; THENCE NORTH 88 DEGREES 57 MINUTES 58 SECONDS WEST A DISTANCE OF 97,28 FEET; THENCE NORTH 0 DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 193.89 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 361.00 FEET; THENCE NORTH 0 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 820.00 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THAT PART THEREOF CONVEYED BY DEED RECORDED NOVEMBER 19, 2012 AS INSTRUMENT 2012081474 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: EXCEPTION TRACT 1: PART OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA

 


Gary, IN Page 4 DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE WEST LINE OF SAID NORTHWEST QUARTER, SAID POINT BEING IDENTIFIED AS STATION 2 PLUS 35 ON CENTERLINE “C” AS SHOWN IN THE DESCRIPTION OF PARCEL 334 OF PROJECT NO, 265, SECTION 22 IN A RIGHT-OF-WAY GRANT TO THE STATE HIGHWAY DEPARTMENT (INDIANA DEPARTMENT OF TRANSPORTATION), RECORDED IN RIGHT-OF-WAY GRANT RECORD 1127, PAGE 273, IN THE RECORDER’S OFFICE OF SAID COUNTY, THENCE EAST ALONG A LINE DRAWN PERPENDICULAR TO THE WEST LINE OF SAID NORTHWEST QUARTER (SAID WEST LINE ASSUMED TO BE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST), SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, 294.00 FEET TO THE NORTHEAST CORNER OF PARCEL “C” AS DESCRIBED TO TA OPERATING LLC IN A SPECIAL WARRANTY DEED, RECORDED AS DOCUMENT NUMBER 2011-035107 ON JUNE 29, 2011 IN SAID RECORDER’S OFFICE AND THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 78,77 FEET ALONG THE EAST LINE OF SAID PARCEL “C” TO THE NORTHWEST CORNER OF PARCEL “E” AS DESCRIBED IN SAID TA OPERATING LLC DEED; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, 271.00 FEET ALONG THE NORTH LINE OF SAID PARCEL ‘‘E” TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 305.18 FEET (DEED), 304.18 FEET (CALCULATED) TO THE SOUTHEAST CORNER THEREOF; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, 385.00 FEET ALONG THE SOUTH LINE OF SAID PARCEL “E” TO THE NORTHEAST CORNER OF A PARCEL OF LAND DESCRIBED TO NORTHLAND DEVELOPMENT CORPORATION, INCORPORATED, IN A QUIT CLAIM DEED, RECORDED AS DOCUMENT NUMBER 945241 ON OCTOBER 23, 1987 IN SAID RECORDER’S OFFICE; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 505.02 FEET ALONG THE EAST LINE OF SAID NORTHLAND PARCEL TO THE SOUTHERLY LINE OF A PARCEL OF LAND DESCRIBED TO THE CITY OF GARY IN A QUIT CLAIM DEED, RECORDED AS DOCUMENT NO, 623001 IN BOOK 1294, PAGE 225 ON JULY 1, 1965 IN SAID RECORDER’S OFFICE; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, 23,93 FEET ALONG LAST SAID SOUTHERLY LINE TO THE EAST LINE OF SAID NORTHLAND PARCEL; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 193,89 FEET (DEED) 194.89 FEET (CALCULATED) ALONG THE EAST LINE OF SAID NORTHLAND PARCEL TO THE NORTH LINE OF PARCEL “J” AS DESCRIBED IN SAID TA OPERATING LLC DEED; THENCE SOUTH 88 DEGREES 57 MINUTES 58 SECONDS EAST, 97.28 FEET ALONG THE NORTH LINE OF SAID PARCEL “J” TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 290.00 FEET ALONG THE EAST LINE OF SAID PARCEL “3” TO THE NORTH RIGHT OF WAY LINE OF 32ND AVENUE (CURRENTLY BEING 100 FOOT RIGHT OF WAY WIDTH); THENCE SOUTH 88 DEGREES 57 MINUTES 58 SECONDS EAST, 1024.96 FEET ALONG SAID NORTH RIGHT OF WAY LINE TO THE EAST LINE OF THE WEST HALF OF SAID NORTHWEST QUARTER; THENCE NORTH 00 DEGREES 01 MINUTES 14 SECONDS EAST, 1148.11 FEET ALONG LAST SAID EAST LINE TO A LINE 245.00 FEET SOUTH OF AND PARALLEL WITH SAID LINE DRAWN PERPENDICULAR AND THROUGH SAID POINT IDENTIFIED AS STATION 2 PLUS 35; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, 711.40 FEET ALONG SAID PARALLEL LINE TO A LINE 50 FEET EAST OF AND PARALLEL WITH SAID EAST LINE OF PARCEL “E”; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST, 245.00 FEET ALONG LAST SAID PARALLEL LINE TO SAID LINE DRAWN PERPENDICULAR AND THROUGH SAID POINT IDENTIFIED AS STATION 2 PLUS 35; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, 321.00 FEET ALONG SAID LINE DRAWN PERPENDICULAR THROUGH SAID POINT IDENTIFIED AS STATION 2 PLUS 35 TO THE POINT OF BEGINNING, CONTAINING 28,58 ACRES MORE OR LESS. EXCEPTION TRACT 2: A PART OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EAST RIGHT OF WAY LINE OF GRANT STREET, SAID POINT BEING 54 FEET EAST OF THE WEST LINE OF SAID NORTHWEST QUARTER OF SECTION 21 AND 1,699.03 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF SECTION 21; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 120.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT OF BEGINNING BEING 100 FEET

 


Gary, IN Page 5 NORTH OF THE NORTH LINE OF THE ENTRANCE PARCEL OF THE UNITED STATES ARMY SITE AS SAID ENTRANCE PARCEL IS DESCRIBED IN AN EASEMENT RECORDED IN MISCELLANEOUS RECORD 626, PAGE 238; THENCE EAST AT RIGHT ANGLES TO THE EAST LINE OF GRANT STREET AND 100 FEET NORTH OF AND PARALLEL WITH THE NORTH LINE OF SAID ENTRANCE PARCEL 6.00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST LINE OF GRANT STREET 100 TO THE NORTHEASTERLY CORNER OF SAID ENTRANCE PARCEL; THENCE WEST AT RIGHT ANGLES TO THE EAST LINE OF GRANT STREET AND ALONG THE NORTH LINE OF SAID ENTRANCE PARCEL 6.00 FEET; THENCE NORTH AND PARALLEL WITH THE EAST LINE OF GRANT STREET 100 FEET TO THE TRUE POINT OF BEGINNING, ALSO, A PART OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE EAST RIGHT OF WAY LINE OF GRANT STREET AND THE NORTH RIGHT OF WAY LINE OF WEST 32ND AVENUE, WHICH POINT OF INTERSECTION IS 54 FEET EAST OF THE WEST LINE OF SAID NORTHWEST QUARTER OF SECTION 21 AND 710.20 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF SECTION 21; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 120.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 838.91 FEET TO A POINT ON THE SOUTH LINE OF THE ENTRANCE PARCEL OF THE UNITED STATES ARMY SITE AS SAID ENTRANCE PARCEL IS DESCRIBED IN AN EASEMENT RECORDED IN MISCELLANEOUS RECORD 626, PAGE 238; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET ALONG SAID SOUTH LINE OF SAID ENTRANCE PARCEL 6.00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 355.02 FEET; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 24.00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 193.89 FEET; THENCE CONTINUING WEST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 10.00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 290.00 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF WEST 32ND AVENUE; THENCE WEST ALONG SAID NORTH RIGHT OF WAY LINE 20.00 FEET TO THE TRUE POINT OF BEGINNING, PARCEL 9: INTENTIONALLY OMITTED PARCEL 10: EASEMENT CREATED BY INSTRUMENT DATED DECEMBER 3, 1954 AND RECORDED JANUARY 19, 1955 IN MISCELLANEOUS RECORD 626 PAGE 238 AS DOCUMENT NO. 811940, MADE BY RUSSELL H. MCBRIDE, SUCCESSOR TRUSTEE UNDER DEED MADE BY THE TOLLESTON CLUB OF CHICAGO, RECORDED DECEMBER 20, 1926 AS DOCUMENT NO. 226426, IN DEED RECORD 388 PAGE 535, PURSUANT TO ORDER ENTERED MAY 12, 1993 IN LAKE SUPERIOR COURT AS CAUSE NO, 59249, GARY TO THE UNITED STATES OF AMERICA AND ITS ASSIGNS, COVERING THE FOLLOWING DESCRIBED REAL ESTATE; A TRACT OF LAND SITUATED IN THE WEST 1/2 OF GOVERNMENT LOT 8, SECTION 21, TOWNSHIP 38 NORTH RANGE 8 WEST OF THE SECOND PRINCIPAL MERIDIAN, ACCORDING TO GOVERNMENT SURVEY OF 1872, AS RECORDED IN PLAT BOOK 14 PAGE 36 IN THE OFFICE OF THE RECORDER OF LAKE COUNTY INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF SECTION 20, TOWNSHIP 36 NORTH, RANGE B WEST OF THE SECOND P.M. SAID CORNER BEING A POINT ON THE EAST LINE OF SECTION 20 AND THE WEST LINE OF SECTION 21, SAID TOWNSHIP AND RANGE; THENCE NORTHERLY, ALONG SAID LINE A DISTANCE OF 2,846.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM THE POINT OF BEGINNING NORTHERLY ALONG THE WEST LINE OF SAID SECTION 21, A DISTANCE OF 100 FEET; THENCE EASTERLY AT RIGHT ANGLES TO THE WEST LINE OF SAID SECTION 21, A DISTANCE OF 54.00 FEET TO THE EAST LINE OF GRANT STREET; THENCE SOUTHERLY, ALONG THE EAST LINE OF GRANT STREET, A DISTANCE OF 25.00 FEET; THENCE EASTERLY AT RIGHT ANGLES TO THE WEST LINE OF SAID SECTION 21, A DISTANCE OF 126.00 FEET, THENCE SOUTHERLY,

 


 

Gary, IN Page 6 PARALLEL TO THE WEST LINE OF SAID SECTION 21, A DISTANCE OF 50.00 FEET; THENCE WESTERLY AT RIGHT ANGLES TO THE WEST LINE OF SAID SECTION 21 A DISTANCE OF 126.00 FEET TO THE EAST LINE OF GRANT STREET; THENCE SOUTHERLY ALONG THE EAST LINE OF GRANT STREET, A DISTANCE OF 25.00 FEET; THENCE WESTERLY, A DISTANCE OF 54,00 FEET TO THE POINT OF BEGINNING, PARCEL 11: THAT PART OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN IN THE CITY OF GARY, IN LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS. BEGINNING AT A POINT ON THE EAST LINE OF GRANT STREET, WHICH IS 1,599.03 FEET, MORE OR LESS NORTH OF THE SOUTH LINE OF SAID NORTHWEST 1/4 OF SECTION 21, SAID POINT OF BEGINNING BEING ON THE NORTH LINE OF ENTRANCE PARCEL TO U.S. ARMY SITE, AS THE SAID ENTRANCE PARCEL IS DESCRIBED IN RIGHT OF WAY EASEMENT, IN MISCELLANEOUS RECORD 626 PAGE 238 AS DOCUMENT NO. 811940, IN LAKE COUNTY, INDIANA; THENCE EAST AT RIGHT ANGLES AS TO THE EAST LINE OF GRANT STREET, ALONG THE NORTHEAST LINE OF SAID ENTRANCE PARCEL A DISTANCE OF 120 FEET; THENCE NORTH AND PARALLEL TO THE EAST LINE OF GRANT STREET, A DISTANCE OF 100 FEET; THENCE WEST AT RIGHT ANGLES A DISTANCE OF 120 FEET TO THE EAST LINE OF GRANT STREET; THENCE SOUTH ALONE THE EAST LINE OF GRANT STREET, A DISTANCE OF 100 FEET TO THE POINT OF BEGINNING, IN LAKE COUNTY, INDIANA. PARCEL 12: THAT PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID NORTHWEST 1/4 WHICH IS 2081.98 FEET NORTH OF THE SOUTH LINE OF THE SAID NORTHWEST 1/4 OF SAID SECTION, THE SAID POINT OF BEGINNING DESIGNATED AS SECTION 2 PLUS 35 AS INDICATED ON RIGHT OF WAY GRANT TO THE STATE HIGHWAY DEPARTMENT OF INDIANA, PROJECT NO. 265, SECTION 23, THENCE EAST AT RIGHT ANGLES TO THE WEST LINE OF SAID NORTHWEST 1/4 OF SAID SECTION A DISTANCE OF 204 FEET; THENCE NORTH AND PARALLEL TO THE WEST LINE OF SAID NORTHWEST 1/4 OF SAID SECTION A DISTANCE OF 381.27 FEET, MORE OR LESS, IN THE SOUTH RIGHT OF WAY LINE OF THE NORTHERN INDIANA PUBLIC SERVICE COMPANY’S PROPERTY; THENCE WEST ALONG THE SAID SOUTH RIGHT-OF-WAY LINE OF THE SAID NORTHERN INDIANA PUBLIC SERVICE COMPANY, A DISTANCE OF 204 FEET TO A POINT ON THE WEST LINE OF THE NORTHWEST 1/4 OF SAID SECTION; THENCE SOUTH ALONG THE WEST LINE OF THE SAID NORTHWEST 1/4 OF SAID SECTION TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THAT PART DEEDED TO THE STATE OF INDIANA, LITTLE CALUMET RIVER BASIN DEVELOPMENT COMMISSION BY CLERK’S DEED RECORDED APRIL 26, 1995 AS DOCUMENT NO. 95022966, DESCRIBED AS FOLLOWS: PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, MORE PRECISELY DESCRIBED AS: BEGINNING AT A POINT ON THE WEST LINE OF SAID NORTHWEST 1/4, WHICH IS 517 FEET SOUTH OF THE NORTHWEST CORNER OF SECTION 21; THENCE EAST ON A LINE PARALLEL WITH THE NORTH LINE OF SAID SECTION 21 A DISTANCE OF 204 FEET; THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF SAID SECTION 21 A DISTANCE OF 239.27 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF THE NORTHERN INDIANA PUBLIC SERVICE COMPANY’S PROPERTY; THENCE WEST ALONG THE SAID SOUTH RIGHT OF WAY LINE OF SAID NORTHERN INDIANA PUBLIC SERVICE COMPANY A DISTANCE OF 204 FEET TO A POINT ON THE WEST LINE OF THE NORTHWEST 1/4 OF SAID SECTION; THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 21, A DISTANCE OF 239.27 FEET TO THE POINT OF BEGINNING, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, PARCEL 13: PART OF THE SOUTHWEST 1/4, NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE SECOND PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 2032,94 FEET NORTH AND 194 FEET EAST OF THE

 


Gary, IN Page 7 SOUTHWEST CORNER OF THE NORTHWEST 1/4, SOUTHWEST 1/4 OF SAID SECTION 21, THENCE EAST AND PARALLEL WITH THE SOUTH LINE OF THE NORTHWEST 1/4, SOUTHWEST 1/4 OF SAID SECTION 21, A DISTANCE OF 107.28 FEET; THENCE NORTH AND PARALLEL WITH THE WEST LINE OF THE SOUTHWEST 1/4, NORTHWEST 1/4 OF SAID SECTION 21, A DISTANCE OF 290 FEET; THENCE WEST AND PARALLEL WITH THE SOUTH LINE OF THE NORTHWEST 1/4, SOUTHWEST 1/4 OF SAID SECTION 21, A DISTANCE OF 107.28 FEET; THENCE SOUTH AND PARALLEL WITH THE WEST LINE OF THE SOUTHWEST 1/4, NORTHWEST 1/4 OF SAID SECTION 21, A DISTANCE OF 290 FEET TO THE POINT OF BEGINNING, ALL IN THE CITY OF GARY, LAKE COUNTY, INDIANA, PARCEL HA: PART OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE WEST LINE OF SAID NORTHWEST QUARTER, SAID POINT BEING IDENTIFIED AS STATION 2 PLUS 35 ON CENTERLINE “C” AS SHOWN IN THE DESCRIPTION OF PARCEL 334 OF PROJECT NO, 265, SECTION 22 IN A RIGHT-OF-WAY GRANT TO THE STATE HIGHWAY DEPARTMENT (INDIANA DEPARTMENT OF TRANSPORTATION), RECORDED IN RIGHT-OF-WAY GRANT RECORD 1127, PAGE 273, IN THE RECORDER’S OFFICE OF SAID COUNTY, THENCE EAST ALONG A LINE DRAWN PERPENDICULAR TO THE WEST LINE OF SAID NORTHWEST QUARTER (SAID WEST LINE ASSUMED TO BE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST), SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, 299,00 FEET TO THE NORTHEAST CORNER OF PARCEL “C” AS DESCRIBED TO TA OPERATING LLC IN A SPECIAL WARRANTY DEED, RECORDED AS DOCUMENT NUMBER 2011-035107 ON JUNE 29, 2011 IN SAID RECORDER’S OFFICE AND THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 78.77 FEET ALONG THE EAST LINE OF SAID PARCEL “C” TO THE NORTHWEST CORNER OF PARCEL “E” AS DESCRIBED IN SAID TA OPERATING LLC DEED; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, 271.00 FEET ALONG THE NORTH LINE OF SAID PARCEL “E” TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 305.18 FEET (DEED), 304.18 FEET (CALCULATED) TO THE SOUTHEAST CORNER THEREOF; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, 385,00 FEET ALONG THE SOUTH LINE OF SAID PARCEL “E” TO THE NORTHEAST CORNER OF A PARCEL OF LAND DESCRIBED TO NORTHLAND DEVELOPMENT CORPORATION, INCORPORATED, IN A QUIT CLAIM DEED, RECORDED AS DOCUMENT NUMBER 995241 ON OCTOBER 23, 1987 IN SAID RECORDER’S OFFICE; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 505.02 FEET ALONG THE EAST LINE OF SAID NORTHLAND PARCEL TO THE SOUTHERLY LINE OF A PARCEL OF LAND DESCRIBED TO THE CITY OF GARY IN A QUIT CLAIM DEED, RECORDED AS DOCUMENT NO, 623001 IN BOOK 1299, PAGE 225 ON JULY 1, 1965 IN SAID RECORDER’S OFFICE; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, 23,93 FEET ALONG LAST SAID SOUTHERLY LINE TO THE EAST LINE OF SAID NORTHLAND PARCEL; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 193.89 FEET (DEED) 194.89 FEET (CALCULATED) ALONG THE EAST LINE OF SAID NORTHLAND PARCEL TO THE NORTH LINE OF PARCEL “3” AS DESCRIBED IN SAID TA OPERATING LLC DEED; THENCE SOUTH 88 DEGREES 57 MINUTES 58 SECONDS EAST, 97.28 FEET ALONG THE NORTH LINE OF SAID PARCEL “J” TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, 290.00 FEET ALONG THE EAST LINE OF SAID PARCEL “J” TO THE NORTH RIGHT OF WAY LINE OF 32ND AVENUE (CURRENTLY BEING 100 FOOT RIGHT OF WAY WIDTH); THENCE SOUTH 88 DEGREES 57 MINUTES 58 SECONDS EAST, 1024.96 FEET ALONG SAID NORTH RIGHT OF WAY LINE TO THE EAST LINE OF THE WEST HALF OF SAID NORTHWEST QUARTER; THENCE NORTH 00 DEGREES 01 MINUTES 14 SECONDS EAST, 1148.11 FEET ALONG LAST SAID EAST LINE TO A LINE 295,00 FEET SOUTH OF AND PARALLEL WITH SAID LINE DRAWN PERPENDICULAR AND THROUGH SAID POINT IDENTIFIED AS STATION 2 PLUS 35; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, 711.40 FEET ALONG SAID PARALLEL LINE TO A LINE 50 FEET EAST OF AND PARALLEL WITH SAID EAST LINE OF PARCEL “E”; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST, 245.00 FEET ALONG LAST SAID PARALLEL LINE TO SAID LINE DRAWN PERPENDICULAR AND THROUGH SAID POINT IDENTIFIED AS STATION 2 PLUS 35; THENCE NORTH 90 DEGREES 00

 


MINUTES 00 SECONDS WEST, 321.00 FEET ALONG SAID LINE DRAWN PERPENDICULAR THROUGH SAID POINT IDENTIFIED AS STATION 2 PLUS 35 TO THE POINT OF BEGINNING, CONTAINING 28.58 ACRES MORE OR LESS. Gary, [N Page 8 PARCEL 14B: A PART OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EAST RIGHT OF WAY LINE OF GRANT STREET, SAID POINT BEING 54 FEET EAST OF THE WEST LINE OF SAID NORTHWEST QUARTER OF SECTION 21 AND 1,699.03 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF SECTION 21; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 120.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT OF BEGINNING BEING 100 FEET NORTH OF THE NORTH LINE OF THE ENTRANCE PARCEL OF THE UNITED STATES ARMY SITE AS SAID ENTRANCE PARCEL IS DESCRIBED IN AN EASEMENT RECORDED IN MISCELLANEOUS RECORD 626, PAGE 238; THENCE EAST AT RIGHT ANGLES TO THE EAST LINE OF GRANT STREET AND 100 FEET NORTH OF AND PARALLEL WITH THE NORTH LINE OF SAID ENTRANCE PARCEL 6.00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST LINE OF GRANT STREET 100 TO THE NORTHEASTERLY CORNER OF SAID ENTRANCE PARCEL; THENCE WEST AT RIGHT ANGLES TO THE EAST LINE OF GRANT STREET AND ALONG THE NORTH LINE OF SAID ENTRANCE PARCEL 6.00 FEET; THENCE NORTH AND PARALLEL WITH THE EAST LINE OF GRANT STREET 100 FEET TO THE TRUE POINT OF BEGINNING; ALSO, A PART OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 36 NORTH, RANGE 8 WEST OF THE 2ND PRINCIPAL MERIDIAN, IN THE CITY OF GARY, LAKE COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE EAST RIGHT OF WAY LINE OF GRANT STREET AND THE NORTH RIGHT OF WAY LINE OF WEST 32ND AVENUE, WHICH POINT OF INTERSECTION IS 54 FEET EAST OF THE WEST LINE OF SAID NORTHWEST QUARTER OF SECTION 21 AND 710.20 FEET NORTH OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF SECTION 21; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 120.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 838.91 FEET TO A POINT ON THE SOUTH LINE OF THE ENTRANCE PARCEL OF THE UNITED STATES ARMY SITE AS SAID ENTRANCE PARCEL IS DESCRIBED IN AN EASEMENT RECORDED IN MISCELLANEOUS RECORD 626, PAGE 238; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET ALONG SAID SOUTH LINE OF SAID ENTRANCE PARCEL 6.00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 355,02 FEET; THENCE EAST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 24.00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 193.89 FEET; THENCE CONTINUING WEST AT RIGHT ANGLES TO THE EAST RIGHT OF WAY LINE OF GRANT STREET 10,00 FEET; THENCE SOUTH AND PARALLEL WITH THE EAST RIGHT OF WAY LINE OF GRANT STREET 290.00 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF WEST 32ND AVENUE; THENCE WEST ALONG SAID NORTH RIGHT OF WAY LINE 20.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 14C: EASEMENT AND RIGHT OF WAY, FOR THE CONSTRUCTION, INSTALLATION, USE, OPERATION, MAINTENANCE, AND REPAIR OF AN ACCESS ROAD FOR INGRESS AND EGRESS THERETO, ALSO PUBLIC UTILITIES AND SERVICE FACILITIES ON, OVER, ALONG, UNDER, THROUGH AND ACROSS CERTAIN PROPERTY, AS DESCRIBED IN THAT CERTAIN RIGHT OF WAY EASEMENT BETWEEN RUSSELL H. MCBRIDE AND THE UNITED STATES OF AMERICA DATED DECEMBER 3, 1954, RECORDED JANUARY 19, 1955 IN BOOK 626, PAGE 238, AS ASSIGNED BY THAT CERTAIN QUITCLAIM DEED BETWEEN UNITED STATES OF AMERICA AND THE CITY OF GARY DATED APRIL 29, 1965, RECORDED AS DOCUMENT NUMBER 623001, AS ASSIGNED BY THAT CERTAIN SPECIAL WARRANTY DEED BETWEEN THE CITY OF GARY AND THE INSURED DATED OCTOBER 17, 2012, RECORDED NOVEMBER 19, 2012, AS DOCUMENT NUMBER 2012-081474.

 


EXHIBIT A-I3 Petro Greensburg 1409 S. Country Road #850 E. Greensburg, IN PART OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 10 NORTH, RANGE 11 EAST, BEGINNING FIRST AT THE CENTER CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 17; THENCE SOUTH 1°17’ WEST ON THE QUARTER QUARTER LINE 506.19 FEET TO AN IRON PIN; THENCE SOUTH 89°56’ EAST 300 FEET TO AN IRON PIN AND THE TRUE POINT OF BEGINNING OF THIS TRACT. THENCE SOUTH 1°17’ WEST 704.82 FEET TO THE CENTER LINE OF FRONT ROAD #2 OF INTERSTATE ROAD #74 OF THE NEW POINT INTERSECTION; THENCE ON SAID CENTER LINE NORTH 87°53’ EAST 28.7 FEET TO THE POINT OF TANGENT OF CURVE F-1 AT STATION 597+16.69; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTER LINE OF A CURVE WITH A DELTA OF 27°23’15” A 10°00’ CURVE WITH A RADIUS OF 572,96 FEET AND TANGENT OF 139.61 FEET TO THE POINT OF TANGENT AT STATION 599+90,57, THENCE CONTINUING NORTHEAST ON SAID CENTERLINE 547.2 FEET TO STATION 605+37.77 TO THE POINT OF CURVE F-4; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTERLINE OF A CURVE WITH A DELTA OF 60°00’ A 28°38’52” DEGREE OF CURVE A RADIUS OF 200 FEET AND TANGENT OF 115.47 FEET TO THE STATION 607+47,21; THENCE NORTH ON SAID CENTERLINE 91.35 FEET TO STATION 608+38.56 AND THE POINT OF CURVE; THENCE DEFLECTING TO THE RIGHT AND FOLLOWING THE CURVING CENTERLINE OF CURVE F-5 WHOSE DELTA IS 90°00’; A DEGREE OF CURVE 114°35’30” A RADIUS OF 50 FEET AND TANGENT OF 50 FEET TO THE POINT OF TANGENT AT STATION 609+17.10; THENCE EAST 112 FEET TO FRONT ROAD STATION 610+29.1 AND CENTERLINE STATION 12+59 OF ROAD S-9-F OR THE NORTH AND SOUTH CENTERLINE OF SAID SECTION 17; THENCE NORTH 00°29’15” EAST ON THE HALF SECTION LINE 78.68 FEET TO STATION 11+80.32; THENCE LEAVING SAID ROAD NORTH 89°02’ WEST 132.5 FEET TO AN IRON PIN; THENCE SOUTH 68°26’ WEST 65.49 FEET TO AN IRON PIN; THENCE NORTH 89°56’ WEST 824.11 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 10,61 ACRES, MORE OR LESS AND SUBJECT TO ALL LEGAL HIGHWAYS. THE LAND BEING THE SAME LAND DESCRIBED AS FOLLOWS (AS-SURVEYED LEGAL): PART OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 10 NORTH, RANGE 11 EAST, BEGINNING FIRST AT THE CENTER CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 17; THENCE SOUTH 1°17’ WEST ON THE QUARTER QUARTER LINE 506.19 FEET TO AN IRON PIN; THENCE SOUTH 89°56’ EAST 300 FEET TO AN IRON PIN AND THE TRUE POINT OF BEGINNING OF THIS TRACT. THENCE SOUTH 1°17’ WEST 718.69 FEET TO THE CENTER LINE OF FRONT ROAD #2 OF INTERSTATE ROAD #74 OF THE NEW POINT INTERSECTION; THENCE ON SAID CENTER LINE NORTH 87°53’ EAST 28.7 FEET TO THE POINT OF TANGENT OF CURVE F-1 AT STATION 597+16.69; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTER LINE OF A CURVE WITH A DELTA OF 27°23’15” A 10°00’ CURVE WITH A RADIUS OF 572,96 FEET AND TANGENT OF 139.61 FEET TO THE POINT OF TANGENT AT STATION 599+90.57, THENCE CONTINUING NORTHEAST ON SAID CENTERLINE 547.2 FEET TO STATION 605+37.77 TO THE POINT OF CURVE F-4; THENCE DEFLECTING TO THE LEFT AND FOLLOWING THE CURVING CENTERLINE OF A CURVE WITH A DELTA OF 60°00’ A 28°38’52” DEGREE OF CURVE A RADIUS OF 200 FEET AND TANGENT OF 115.47 FEET TO THE STATION 607+47.21; THENCE NORTH ON SAID CENTERLINE 91.35 FEET TO STATION 608+38.56 AND THE POINT OF CURVE; THENCE DEFLECTING TO THE RIGHT AND FOLLOWING THE CURVING CENTERLINE OF CURVE F-5 WHOSE DELTA IS 90°00’; A DEGREE OF CURVE 114°35”30’ A RADIUS OF 50 FEET AND TANGENT OF 50 FEET TO THE POINT OF TANGENT AT STATION 609+17.10; THENCE EAST 112 FEET TO FRONT ROAD STATION 610+29,1 AND CENTERLINE STATION 12+59 OF ROAD S-9-F OR THE NORTH AND SOUTH CENTERLINE OF SAID SECTION 17; THENCE NORTH 00°29”15’ EAST ON THE HALF SECTION LINE 78.68 FEET TO STATION 11+80,32; THENCE LEAVING SAID ROAD NORTH 89°02’ WEST 132.5 FEET TO AN IRON PIN; THENCE SOUTH 68°26’ WEST 65.49 FEET TO AN IRON PIN; THENCE NORTH 89°56’ WEST 824.11 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 11.10 ACRES, MORE OR LESS AND SUBJECT TO ALL LEGAL HIGHWAYS.

 


EXHIBIT A-14 TA Porter South 1441 West Highway 20  Porter, IN PARCEL 1: A PART OF THE SOUTHWEST QUARTER AND SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, IN PORTER COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528,4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34, THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 34, 109.02 FEET, THENCE NORTHEASTERLY 1164.41 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162.32 FEET TO A POINT ON THE EAST LINE OF SAID QUARTER SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34, THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER 1070.83 FEET TO A POINT 1800.0 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34; THENCE SOUTH 89 DEGREES 13 MINUTES EAST PARALLEL WITH THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE OF 335.0 FEET; THENCE NORTH 0 DEGREES 02 MINUTES EAST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE 233.14 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 58 MINUTES WEST, A DISTANCE OF 628,56 FEET TO THE CURVED CENTERLINE OF U. S. ROUTE NO. 20; THENCE NORTHEASTERLY ALONG SAID CURVED CENTERLINE A DISTANCE OF 832.91 FEET TO THE POINT OF TANGENCY, CHORD OF SAID CURVE BEARS NORTH 46 DEGREES 08 MINUTES 00 SECONDS EAST, A DISTANCE OF 829.98 FEET; THENCE NORTH 37 DEGREES 50 MINUTES EAST, CONTINUING ALONG THE CENTERLINE OF U. S. ROUTE NO. 20, A DISTANCE OF 49,80 FEET; THENCE SOUTH 0 DEGREES 02 MINUTES WEST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER, A DISTANCE 614.86 FEET TO THE POINT OF BEGINNING. PARCEL 2: THAT PART OF THE SOUTHWEST 1/4 AND THE SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528.4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34 AFORESAID; THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST 1/4 OF SECTION 34, AFORESAID, 109.02 FEET FOR A POINT OF BEGINNING; THENCE NORTHEASTERLY 1164.41 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162,32 FEET TO A POINT IN THE EAST LINE OF SAID 1/4 SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST 1/4 OF SECTION 34, AFORESAID; THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST 1/4 1070.23 FEET TO A POINT 1800.00 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST 1/4 OF SECTION 34; THENCE SOUTH 89 DEGREES 13 MINUTES EAST PARALLEL WITH THE SOUTH LINE OF THE SOUTHEAST 1/4 OF SECTION 34, A DISTANCE OF 335.00 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHEAST 1/4 OF SECTION 34, AFORESAID, 848.00 FEET TO THE CENTER LINE OF U.S. ROUTE 20; THENCE SOUTH 37 DEGREES 50 MINUTES WEST ALONG THE CENTER LINE OF SAID ROAD 49.8 FEET TO A POINT OF CURVE; THENCE CONTINUING ALONG THE CENTER LINE OF SAID ROAD BY A 2 DEGREE CURVE TO THE RIGHT 988.14 FEET TO A POINT OF TANGENCY, THENCE SOUTH 57 DEGREES 29 MINUTES WEST 832.12 FEET TO A LINE 1528.4 FEET EAST OF THE WEST LINE OF THE SOUTHWEST 1/1 OF SECTION 34 AFORESAID; THENCE SOUTH PARALLEL WITH SAID WEST LINE 1091,78 FEET TO THE POINT OF BEGINNING, IN PORTER COUNTY, INDIANA.

 


Porter, IN Page 2 EXCEPTING THEREFROM THAT PART DESCRIBED AS FOLLOWS: A PART OF THE SOUTHWEST 1/4 AND SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, IN PORTER COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528.4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34, THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 34, 109.02 FEET, THENCE NORTHEASTERLY 1164A1 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162.32 FEET TO A POINT ON THE EAST LINE OF SAID QUARTER SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34, THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER 1070.83 FEET TO A POINT 1800.0 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34; THENCE SOUTH 89 DEGREES 13 MINUTES EAST PARALLEL WITH THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE OF 335.0 FEET; THENCE NORTH 0 DEGREES 02 MINUTES EAST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE 233.14 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 58 MINUTES WEST, A DISTANCE OF 628.56 FEET TO THE CURVED CENTERLINE OF U. S. ROUTE NO. 20; THENCE NORTHEASTERLY ALONG SAID CURVED CENTERLINE A DISTANCE OF 832.91 FEET TO THE POINT OF TANGENCY, CHORD OF SAID CURVE BEARS NORTH 46 DEGREES 08 MINUTES 00 SECONDS EAST, A DISTANCE OF 829.98 FEET; THENCE NORTH 37 DEGREES 50 MINUTES EAST, CONTINUING ALONG THE CENTERLINE OF U. S. ROUTE NO. 20, A DISTANCE OF 49.80 FEET; THENCE SOUTH 0 DEGREES 02 MINUTES WEST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER, A DISTANCE 614.86 FEET TO THE POINT OF BEGINNING.

 


EXHIBIT A-15 TA Beto .Junction  2775 U.S. Hwy 75  Lebo, KS A TRACT OF LAND IN THE NORTHWEST QUARTER (NW 1/4) AND THE SOUTHWEST QUARTER (1/4) OF SELI ION TWO (2), TOWNSHIP NINETEEN (19) SOUTH, RANGE FIFTEEN (15), EAST OF THE SIXTH PRINCIPAL MERIDIAN, COFFEY COUNTY, KANSAS, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER SECTION; THENCE NORTH 88°12’22” EAST, COINCIDENT WITH THE SOUTH LINE OF SAID NORTHWEST QUARTER, FOR A DISTANCE OF 165.40 FEET, TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY 75 AND THE SOUTHERLY RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35, AND THE POINT OF BEGINNING; THENCE NORTH 05°37’10” EAST, COINCIDENT WITH THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY 35 FOR A DISTANCE OF 317.59 FEET; THENCE NORTH 25°17’29” EAST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE FOR A DISTANCE OF 157.46 FEET; THENCE NORTH 45°30’51” EAST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR A DISTANCE OF 691.47 FEET; THENCE NORTH 69°51’19” EAST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR A DISTANCE OF 898.40 FEET; THENCE LEAVING SAID RIGHT-OF-WAY OF INTERSTATE HIGHWAY 35, SOUTH 00°35’38” EAST, FOR A DISTANCE OF 690.10 FEET; THENCE NORTH 66°48’56” EAST, FOR A DISTANCE OF 168.04 FEET; THENCE SOUTH 22°21’04” EAST, FOR A DISTANCE OF 359.62 FEET; THENCE SOUTH 66°21’55” WEST, FOR A DISTANCE OF 649.02 FEET, TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER; THENCE SOUTH 88°12’22” WEST, COINCIDENT WITH THE SAID SOUTH LINE, FOR A DISTANCE OF 43.48 FEET; THENCE SOUTH 00°47’39” EAST, FOR A DISTANCE OF 59.17 FEET; THENCE SOUTH 88°03’25” WEST, FOR A DISTANCE OF 1,096.05 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY 75; THENCE NORTH 00°47’39” WEST, COINCIDENT WITH LAST SAID RIGHT-OF-WAY LINE, FOR DISTANCE OF 62.02 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER (NW1/4), AND THE POINT OF BEGINNING.

 


EXHIBIT A-16 TA Greenwood 8560 Greenwood Road  Greenwood, LA All that certain lot, tract or parcel of land situated in Caddo Parish, Louisiana, within the Corporate Limits of the City of Greenwood, being 17.244 acres of land, a part of the Southwest Quarter of Section 19, T 17 N - R 15 W, said 17.244 acres being more fully described as follows: Beginning at 1/2” iron rod found for corner on the West line of Section 19, same being the East line of Section 24, Township 17 North, Range 16 West, being at the Northwest corner of a 1.523 acre tract described in deed to Neel Kamal, Inc., recorded in COB 2746, Page 194 of the Conveyance Records of Caddo Parish, Louisiana, being the Westernmost Southwest corner of the herein described tract, same being on the East line of that certain called 14.395 acre tract described in Redemption of Adjudicated Property and recorded in COB 2859, Page 677 of said Conveyance Records, and being the East line of Lot 14 of the J.M. Dunn Partition as recorded in Plat Book 250, Page 104 of said Conveyance Records, said iron rod bears North 37°50’04” East 0.16 feet from a 3/8” iron rod found, and said beginning rod bears North 1°27’52” East - 1226.40 feet from the Southwest corner of said Section 19; Thence North 01°27’52” East (called North 01°15’23” East), with the East line of said Lot 14 and said 14.395 acre tract and said Section line, at 447.53 feet past the Southeast corner of a 20 x 20 tract of land described in deed to The Village of Greenwood and recorded in COB 1888, Page 605 of said Conveyance Records, and at 467.53 feet past the Northeast corner of said 20 x 20 tract, and continuing in all, 492.53 feet to a 1/2” iron rod found for corner at the Northwest corner of the herein described tract and a Northeast corner of said 14.395 acre tract, same being on the South right of way line of said Texas & Pacific Railroad (a called 150 foot wide right of way); Thence in a Southeasterly direction along a curve to the right having a radius of 5654.58 feet, an arc length of 1534.63 feet (called 1534.72 feet) and a chord bearing and distance of South 77°36’38” East (called South 77°47’20” East) - 1529.92 feet (called 1530.63 feet) to a concrete right of way monument found for corner at the Easternmost corner of the herein described tract, same being at the intersection of the Southwest right of way line of the Texas & Pacific Railroad with the North right of way line of U.S. Hwy. 80 (a variable width right of way); Thence in a Southwesterly direction with the North right of way line of said U.S. Hwy. 80, (1) South 70°03’09” West (called South 70°20’14” West) - 159,13 feet (called 158,76 feet) to a 5/8” iron rod found in concrete for angle corner, (2) South 53°56’05” West (called South 53°48’01” West) - 564.49 feet (called 565.23 feet) to a concrete right of way monument found for angle corner, (3) South 84°37’19” West (called South 84°12’43” West) - 197,92 feet (called 197.85 feet) to a concrete right of way monument found for angle corner, (4) South 76°30’55” West (called South 76°36’14” West) - 206.45 feet (called 205.63 feet) to a concrete right of way monument found for angle corner, and (5) South 81°20’46” West (called South 80°51’54” West) - 258.27 feet to a 3/B” iron rod found for corner at the Southernmost Southwest corner of the herein described tract and the Southeast corner of said called 1.523 acre tract; Thence North 10°11’46” West (called North 10°13’38” West), with the Easternmost East line of said 1.523 acre tract, 35.03 feet (called 35.65 feet) to a 1/2” iron rod found for corner at the Easternmost Northeast corner of said 1.523 acre tract; Thence South 81°00’44” West (called South 80°51’54” West), with the Easternmost North line of said 1.523 acre tract, 24.99 feet (called 25 feet) to a 1/2” iron rod found for corner at an inner ell corner of said 1.523 acre tract;

 


Greenwood, LA Page 2 Thence North 09°59’56” West (called North 10°13’38” West), with a middle East line of said 1.523 acre tract, 279,40 feet (called 279.42 feet) to a 1/2” iron rod found for corner at a middle Northeast corner of said 1,523 acre tract; Thence South 80°34’29” West (called South 79°40’49” West), with a middle North line of said 1.523 acre tract, 141.36 feet (called 141,47 feet) to a 1” iron pipe found for corner at an inner ell corner of said 1.523 acre tract; Thence North 01°45’28” East (called North 01°15’23” East), with the Northernmost East line of said 1.523 acre tract, 50.96 feet (called 52.60 feet) to a 1/2” iron rod found for corner at the Northernmost Northeast corner of said 1.523 acre tract; Thence South 79°50’55” West (called South 79°40’49” West), with the Northernmost North line of said 1.523 acre tract, 31.04 feet (called 31 feet) to the point of beginning. Item II - RV Park Tract - 8590 Greenwood Road, Greenwood, LA: All that part of Lot 14 of the J. M. Dunn Estate Partition as per plat recorded in Conveyance Book 250, Page 104 of the Conveyance Records of Caddo Parish, Louisiana, lying south of the south line of the T & P Railroad and north of the north line of Interstate Highway 20 containing 16.04 acres, more or less; less and except the following two (2) tracts: Tract 1: That certain tract or parcel of land containing 1.598 acres, more or less, in the southeast quarter (SE/4) of Section 24, Township 17 North, Range 16 West, Caddo Parish, Louisiana, together with all buildings and improvements located thereon and all rights thereto belonging, and being more particularly described as follows, to wit: Beginning at a 1/2” iron pin set in the north right-of-way of relocated U.S. Highway No. 80, said point of beginning being north 1°15’23” east 858.65 feet from the southeast corner of Section 24, Township 17 North, Range 16 West, and in the east line of Lot 14 of the J. M. Dunn Partition as recorded in Book 250, Page 104 of the Conveyance Records of Caddo Parish, Louisiana; thence with the north right-of-way of relocated U.S. Highway No. 80, the following course: South 82°47’36” west 245.54 feet to an iron pin;  Thence north 1°15’23” east 260.09 feet to an iron pin;  Thence south 88°44’37” east 102.68 feet to an iron pin;  Thence north 1°15’23” east 63.00 feet to an iron pin; Thence north 79°40’49” east 143.1 feet to a nail set in the east line of Lot 1.4 of said J. M. Dunn Partition; Thence south 1°15’23” west with the east line of Lot 14 of said J. M. Dunn Partition and east line of Section 24, Township 17 North, Range 16 West, 315.67 feet to a point of beginning. All bearings in this description are based on Lambert Grid, Louisiana north zone. Being the same property conveyed to Shree Sai Corporation by deed recorded in Conveyance Book 2173, Page 317, Instrument No. 01016753 of the Conveyance Records of Caddo Parish, Louisiana.

 


Greenwood, LA Page 3 Tract 2: A tract of land in the southeast quarter (SE/4) of Section 24, Township 17 North, Range 16 West, Caddo Parish, Louisiana, more particularly described as: From the southeast corner of Section 24, run north along the east section line of Section 24, a distance of 1,674.59 feet, thence run west 20 feet, thence run north 20 feet, thence run east 20 feet to the east line of Section 24, thence run south along the east line of Section 24, 20 feet to the point of beginning; being the same property conveyed to the Village of Greenwood by Kelly’s Truck Terminal, Inc. by deed recorded in Conveyance Book 1853, Page 34, Instrument No. B67969 of the Conveyance Records of Caddo Parish, Louisiana. All as more fully shown on that certain “ALTA Boundary and As Built Survey for Travel Centers of America Located in Part of the SW 1/4 of Section 19, Township 17 North, Range 15 West and Part of the SE 1/4 of Section 24, Township 17 North, Range 16 West, Caddo Parish”, prepared by James Latson Souter, PLS No. 04579, dated September 12, 2007. Item III - Servitude Interests (1) Easements and right of way for the maintenance and use of existing water lines reserved in Credit Sale Deed with Wraparound Mortgage Provisions between Kelly’s Truck Terminal, Inc., et al and Shree Sal Corporation dated October 16, 1984, recorded October 17, 1984 as Registry Number 01016753, official records of Caddo Parish, Louisiana. (2) Rights and restrictions set forth in Declarations, Covenants, Restrictions, Easements and Agreements between Kelly’s Truck Terminal, Inc., et al and Shree Sai Corporation dated October 16, 1984, recorded October 17, 1984 as Registry Number 01016754, official records of Caddo Parish, Louisiana.

 


EXHIBIT A-17 TA Battle Creek 15874 Eleven Mile Road  Battle Creek, MI Parcel I: Parcel of land situated in Emmett Township, Calhoun County, Michigan, all that part of the following described premises lying North of the Northerly Right-of-Way of Highway 1-94: Beginning 330 feet South of the Northwest corner of Section 13, Town 2 South, Range 7 West; thence East 505.75 feet; thence South to U.S. Highway #12, formerly Territorial Road and now known as Michigan Avenue; thence Northwesterly on said Highway to the West line of Section 13; thence North to the Place of Beginning. Excepting: Part of the Northwest 1/4 of Section 13, Town 2 South, Range 7 West, Emmett Township, Calhoun County, Michigan, described as: Commencing at the Northwest corner of said Section 13; thence South 00 degrees 09 minutes 47 seconds East 330,00 feet along the West line of said Section 13; thence South 89 degrees 26 minutes 17 seconds East, 505.75 feet; thence South 00 degrees 09 minutes 47 seconds East, 914.10 feet to the Point of Beginning; thence North 89 degrees 19 minutes 40 seconds West, 49.88 feet; thence South 59 degrees 50 minutes 13 seconds West, 62,49 feet; thence South 34 degrees 37 minutes 09 seconds West, 13.42 feet; thence South 60 degrees 09 minutes 47 seconds East, 74.65 feet; thence North 89 degrees 50 minutes 13 seconds East, 47.00 feet; thence North 00 degrees 09 minutes 47 seconds West, 78.86 feet to the Point of Beginning. Parcel II: Also, beginning at the Northwest corner of Section 13, Town 2 South, Range 7 West; running thence East 505.56 feet; thence South 330 feet; thence West 505.56 feet; thence North 330 feet to the Place of Beginning, Township of Emmett, Calhoun County, Michigan.

 


EXHIBIT A-18 TA Columbia  Bluff Road  Columbia, SC 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 feet 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 a 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” Reber (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 fora 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 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.). TMS#: 13605-02-01 and 13605-02-03

 


EXHIBIT A-19 Petro Florence  3001 TV Road  Florence, SC All that certain piece, parcel or tract of land, lying and being in Florence County, South Carolina, being more fully shown and designated on a plat of the Petro Travel Center by Heller & Associates, Inc., dated October 12, 1992 and recorded in the Office of the Clerk of Court for Florence County, where it appears in Plat Book 46 at Page 253 and having the following metes and bounds, to wit: Beginning at a new iron pin on the northern edge of frontage road (5-21-1744) at the Southwestern Corner of the property and noted as the point of beginning and running in a clockwise direction N 02°43’04” E for a distance of 505.11 feet to a new iron pin; thence continuing N 02°43’04” E for a distance of 295.00 feet to an old iron pin; thence turning N 52°16’17” E for a distance of 125.62 feet to an old iron; thence continuing N 52°16’17” E for a distance of 713,97 feet to an old iron pin; thence turning S 38°09’48” E for a distance of 345.17 feet to a new iron pin; thence turning S 38°18’42” E for a distance of 258.96 feet to an old iron pin; thence turning S 38°27’03” E for a distance of 616.25 feet to an old concrete monument at the right-of-way of TV Road (5-21-26); thence turning S 33°38’44” W for a distance of 53.17 feet along the western right-of-way of TV Road to a new iron pin; thence turning N 23°21’46” W for a distance of 89.50 feet to a new iron pin, thence turning N 75°48’08” W for a distance of 66.00 feet to a new iron pin; thence turning along a curve to the right with an arc distance of 89.03 feet, having a radius of 130.00 feet and a chord of S 05°25’20” W for a distance of 87.30 feet to a new iron pin, thence turning S 25°02’31” W for a distance of 65.58 feet to a new iron pin; thence turning S 43°15’45” W for a distance of 104,23 feet to an old concrete monument; thence turning along a curve to the right with an arc distance of 370.84 feet; having a radius of 529,18 feet and a chord of S 63°24’33” W for a distance of 363.30 feet to an old concrete monument; thence turning S 83°24’19” W for a distance of 353.63 feet to an old concrete monument; thence turning along a curve to the right with an arc distance of 357.96 feet, having a radius of 2181.23 feet and a chord of S 88°05’42” W for a distance of 357,56 feet to an old concrete monument; thence turning N 87°02’13” W for a distance of 110.42 feet to an old concrete monument on the right-of-way of frontage road (S-21-1744), thence turning N 02°53’12” E for a distance of 49.98 feet to an old concrete monument; thence turning N 87°01’23” W for a distance of 81.72 feet to a new iron pin, the point of beginning and containing a total area of 29.80 acres, more or less.

 


EXHIBIT A-20 Knoxville West  615 Watt Road Knoxville, TN 37922 LAND IN KNOX COUNTY AND LOUDON COUNTY, TENNESSEE, DESCRIBED AS FOLLOWS: TRACT 1 (FEE SIMPLE): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGIN OF WATT ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN EXISTING IRON PIN LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 12 DEGREES 09 MINUTES EAST, 249.4 FEET FROM THE INTERSECTION OF THE CENTERLINE OF HICKORY CREEK ROAD AT THE RIGHT-OF-WAY OF WATT ROAD; THENCE SOUTH 30 DEGREES 07 MINUTES 07 SECONDS EAST, 317.87 FEET ALONG THE WESTERLY MARGIN OF WATT ROAD TO AN IRON PIN SET; THENCE SOUTH 20 DEGREES 19 MINUTES 54 SECONDS EAST, 81.66 FEET TO AN IRON PIN SET IN THE WESTERLY MARGIN OF OLD WATT ROAD; THENCE, ALONG THE WESTERLY MARGIN OF OLD WATT ROAD, THE FOLLOWING CALLS; SOUTH 04 DEGREES 03 MINUTES 29 SECONDS EAST; 188.32 FEET TO AN IRON PIN SET; THENCE SOUTH 15 DEGREES 29 MINUTES 03 SECONDS EAST, 17.79 FEET TO AN EXISTING IRON PIN; THENCE LEAVING SAID RIGHT OF WAY LINE, SOUTH 54 DEGREES 34 MINUTES 59 SECONDS WEST, 526.02 FEET TO A IRON PIN SET; THENCE SOUTH 54 DEGREES 33 MINUTES 20 SECONDS, WEST, 243.44 FEET TO AN EXISTING IRON PIN; THENCE NORTH 31 DEGREES 23 MINUTES 41 SECONDS WEST, 629.79 FEET TO AN EXISTING SET STONE; THENCE NORTH 39 DEGREES 25 MINUTES 25 SECONDS WEST, 554.31 FEET TO AN EXISTING IRON PIN; THENCE NORTH 50 DEGREES 03 MINUTES 20 SECONDS EAST, 483.76 FEET TO AN EXISTING IRON PIN; THENCE SOUTH 40 DEGREES 49 MINUTES 35 SECONDS EAST, 622,37 FEET TO AN IRON PIN SET; THENCE NORTH 58 DEGREES 38 MINUTES 11 SECONDS EAST, 378.70 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO THE POINT OF BEGINNING. BEING THE SAME PROPERTY CONVEYED TO HPT TA PROPERTIES TRUST BY DEED OF RECORD IN INSTRUMENT NO. 200703080073084, REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE. ALSO BEING THE SAME PROPERTY CONVEYED TO NATIONAL AUTO/TRUCKSTOPS, INC. BY DEED OF RECORD IN DEED BOOK 205, PAGE 82, AS CORRECTED IN DEED BOOK 243, PAGE 161, REGISTER’S OFFICE FOR LOUDON COUNTY, TENNESSEE. THE SAID NATIONAL AUTO/TRUCKSTOPS, INC. HAVING SINCE MERGED INTO AND BECOME KNOWN AS TA OPERATING CORPORATION AS EVIDENCED BY DOCUMENTS OF RECORD IN TRUST BOOK 560, PAGE 588, REGISTER’S OFFICE FOR LOUDON COUNTY, TENNESSEE AND INSTRUMENT NO. 200104100068398, REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE. THE SAID TA OPERATING CORPORATION HAVING SINCE MERGED INTO AND BECOME KNOWN AS TA OPERATING LLC, AS EVIDENCED BY MERGER DOCUMENTS OF RECORD IN INSTRUMENT NO, 200703080073083 AND INSTRUMENT NO, 200703080073086, REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE. TRACT II (LEASEHOLD): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, AND WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND PARCEL ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGIN OF WATT AND HICKORY CREEK ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

 


Knoxville, TN 37922 Page 2 BEGINNING AT AN EXISTING IRON PIN LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 12 DEGREES 09 MINUTES EAST, 249.4 FEET FROM THE INTERSECTION OF THE CENTERLINE OF HICKORY CREEK ROAD AT THE RIGHT-OF-WAY OF WATT ROAD; THENCE SOUTH 58 DEGREES 38 MINUTES 11 SECONDS WEST, 378.70 FEET CROSSING THE KNOX COUNTY AND LOUDON COUNTY LINE TO AN IRON PIN SET IN LOUDON COUNTY; THENCE NORTH 40 DEGREES 49 MINUTES 35 SECONDS WEST, 622.37 FEET TO AN EXISTING IRON PIN; THENCE, NORTH 48 DEGREES 06 MINUTES 25 SECONDS EAST, 148,10 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO A SET IRON PIN IN KNOX COUNTY; THENCE NORTH 41 DEGREES 42 MINUTES 35 SECONDS WEST, 108.10 FEET TO AN EXISTING IRON PIN IN THE SOUTH MARGIN OF HICKORY OF HICKORY CREEK ROAD; THENCE ALONG THE SOUTH MARGIN OF HICKORY CREEK ROAD, NORTH 19 DEGREES 36 MINUTES 18 SECONDS EAST, 359.39 FEET TO A SET IRON PIN; THENCE SOUTH 43 DEGREES 39 MINUTES 38 SECONDS EAST, 69.81 FEET ALONG THE WEST MARGIN OF HICKORY CREEK ROAD TO A SET IRON PIN; THENCE SOUTH 11 DEGREES 26 MINUTES 49 SECONDS EAST, 196.94 FEET ALONG SAID RIGHT-OF-WAY LINE TO A SET IRON PIN; THENCE, SOUTH 29 DEGREES 20 MINUTES 49 SECONDS EAST, 140.20 FEET TO A SET IRON PIN; THENCE SOUTH 39 DEGREES 16 MINUTES 49 SECONDS EAST, 414,20 FEET TO THE POINT OF BEGINNING, CONTAINING 299,378 SQUARE FEET OR 6,87 ACRES MORE OR LESS. BEING THE SAME PROPERTY CONVEYED TO HPT GL PROPERTIES LLC BY DEED OF RECORD IN INSTRUMENT NO. 200803170069081, REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE; AND BY DEED OF RECORD IN DEED BOOK 326, PAGE 721, REGISTER’S OFFICE FOR LOUDON COUNTY, TENNESSEE. ALSO, BEING THE SAME PROPERTY LEASED TO UNION OIL COMPANY OF CALIFORNIA AS EVIDENCED BY LEASE AGREEMENT WITH MICHAEL L. PALMER, DAVID L. PALMER, INDIVIDUALLY AND AS TRUSTEE, RICHARD L. PALMER, JOHN E. PALMER, REMAINDERMEN, AND VIRGINIA JEWELL HUBBS PALMER, LIFE TENANT, OF RECORD IN TRUST BOOK 2344, PAGE 318, REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE AND TRUST BOOK 310, PAGE 813, REGISTER’S OFFICE FOR LOUDON COUNTY, TENNESSEE; AS ASSIGNED AND ASSUMED BY TO NATIONAL AUTO/TRUCKSTOPS, INC. (NKA TA OPERATING LLC) IN TRUST BOOK 2738, PAGE 1197, REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE AND TRUST BOOK 310, PAGE 881, REGISTER’S OFFICE FOR LOUDON COUNTY, TENNESSEE; AND AS ASSIGNED TO HPT TA PROPERTIES TRUST IN INSTR. NO. 200703080073085, REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE AND TRUST BOOK 972, PAGE 568, REGISTER’S OFFICE FOR LOUDON COUNTY, TENNESSEE, BOTH OF THE ABOVE DESCRIBED PARCELS ALSO BEING DESCRIBED AS FOLLOWS: TRACT 1 (FEE SIMPLE): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGIN OF WATT ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIN SET LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 32 DEGREES, 03 MINUTES 37 SECONDS EAST, 238.64 FEET FROM THE INTERSECTION OF THE WESTERLY RIGHT OF WAY OF WATT ROAD WITH THE SOUTHERLY RIGHT OF WAY OF HICKORY CREEK ROAD; THENCE, SOUTH 30 DEGREES 07 MINUTES EAST, 317.87 FEET ALONG THE WESTERLY MARGIN OF WATT ROAD TO AN IRON PIN SET; THENCE, SOUTH 20 DEGREES 19 MINUTES 54 SECONDS EAST, 81,66 FEET TO AN IRON PIN SET IN THE WESTERLY MARGIN OF OLD WATT ROAD; THENCE ALONG THE WESTERLY MARGIN OF OLD WATT ROAD THE FOLLOWING CALLS; SOUTH 04 DEGREES 03 MINUTES 29 SECONDS EAST, 188.32 FEET TO AN IRON PIN SET;

 


Knoxville, TN 37922 Page 3 THENCE, SOUTH 15 DEGREES 29 MINUTES 03 SECONDS EAST, 17.79 FEET TO AN EXISTING IRON PIN; THENCE LEAVING SAID RIGHT OF WAY LINE, SOUTH 51 DEGREES 31 MINUTES S9 SECONDS WEST, 526,02 FEET TO AN IRON PIN SET IN THE SOUTH EASEMENT LINE OF A TVA TRANSMISSION LINE; THENCE RUNNING WITH SAID LINE, SOUTH 54 DEGREES 33 MINUTES 20 SECONDS WEST, 243.14 FEET TO AN EXIS I ING IRON PIN, SAID LINE BEING 50 FEET SOUTH AT RIGHT ANGLES AND PARALLEL TO THE CENTERLINE OF SAID TVA TRANSMISSION LINE; THENCE NORTH 31 DEGREES 23 MINUTES 41 SECONDS WEST, 629.79 FEET TO AN EXISTING SET STONE; THENCE NORTH 39 DEGREES 25 MINUTES 25 SECONDS WEST, 551,31 FEET TO AN EXISTING IRON PIN; THENCE NORTH 50 DEGREES 03 MINUTES 20 SECONDS EAST, 483.76 FEET TO AN EXISTING IRON PIN; THENCE SOUTH 40 DEGREES 19 MINUTES 35 SECONDS EAST, 622.37 FEET TO AN IRON PIN SET; THENCE NORTH 58 DEGREES 38 MINUTES 11 SECONDS EAST, 378.70 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO THE POINT OF BEGINNING CONTAINING 806,118 SQUARE FEET OR 18.60 ACRES. TRACT 2 (LEASEHOLD): BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE AND WITHOUT THE CITY LIMITS OF KNOXVILLE, TENNESSEE, AND PARCEL ALSO BEING LOCATED IN THE CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGIN OF WATT AND HICKORY CREEK ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIN SET LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 32 DEGREES 03 MINUTES 37 SECONDS EAST, 238.61 FEET FROM THE INTERSECTION OF THE WESTERLY RIGHT OF WAY OF WATT ROAD WITH THE SOUTHERLY RIGHT OF WAY OF HICKORY CREEK, ROAD; THENCE SOUTH 58 DEGREES 38 MINUTES 11 SECONDS WEST, 378,70 FEET CROSSING THE KNOX COUNTY AND LOUDON COUNTY LINE TO AN IRON PIN SET IN LOUDON COUNTY; THENCE NORTH 40 DEGREES 19 MINUTES 35 SECONDS WEST, 622.37 FEET TO AN EXISTING IRON PIN; THENCE NORTH 48 DEGREES 06 MINUTES 25 SECONDS EAST, 118.10 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO AN EXISTING IRON PIN IN KNOX COUNTY; THENCE NORTH 41 DEGREES 42 MINUTES 35 SECONDS WEST, 108.10 FEET TO AN EXISTING IRON PIN IN THE SOUTH MARGIN OF HICKORY CREEK ROAD; THENCE ALONG THE SOUTH MARGIN OF HICKORY CREEK ROAD, NORTH 49 DEGREES 36 MINUTES 18 SECONDS EAST, 359.39 FEET TO A SET IRON PIN; THENCE SOUTH 43 DEGREES 39 MINUTES 38 SECONDS EAST, 69.81 FEET ALONG THE WEST MARGIN OF HICKORY CREEK ROAD TO A SET IRON PIN; THENCE SOUTH 11 DEGREES 26 MINUTES 19 SECONDS EAST, 196.94 FEET ALONG SAID RIGHT OF WAY LINE TO A SET IRON PIN; THENCE SOUTH 29 DEGREES 20 MINUTES 19 SECONDS EAST, 140.20 FEET TO A SET IRON PIN; THENCE SOUTH 39 DEGREES 16 MINUTES 19 SECONDS EAST, 414.20 FEET TO THE POINT OF

 


Knoxville, TN 37922 Page 4 BEGINNING, CONTAINING 299,378 SQUARE FEET OR 6.87 ACRES, MORE OR LESS. TRACTS 1 AND 2 COMBINED BEING A PARCEL OF LAND LOCATED IN THE 6TH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE, WITHOUT THE CITY LIMITS OF KNOXVILLE; TENNESSEE AND ALSO BEING LOCATED IN THE 5TH CIVIL DISTRICT OF LOUDON COUNTY, TENNESSEE, AND LYING ON THE WESTERLY MARGI OF WATT ROAD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AN IRON PIN SET LOCATED ON THE WESTERLY MARGIN OF WATT ROAD AND BEING SOUTH 32 DEGREES 03 MINUTES 37 SECONDS EAST, 238.64 FEET FROM THE INTERSECTION OF THE WESTERLY RIGHT OF WAY OF WATT ROAD WITH THE SOUTHERLY RIGHT OF WAY OF HICKORY CREEK ROAD; THENCE SOUTH 30 DEGREES 07 MINUTES 07 SECONDS EAST, 317.87 FEET ALONG THE WESTERLY MARGIN OF WATT ROAD TO AN IRON PIN SET; THENCE SOUTH 20 DEGREES 19 MINUTES 54 SECONDS EAST, 81.66 FEET TO AN IRON PIN SET IN THE WESTERLY MARGIN OF OLD WATT ROAD; THENCE ALONG THE WESTERLY MARGIN OF OLD WATT ROAD THE FOLLOWING CALLS; SOUTH 04 DEGREES 03 MINUTES 29 SECONDS EAST, 188.32 FEET TO AN IRON PIN SET; THENCE SOUTH 15 DEGREES 29 MINUTES 03 SECONDS EAST, 17.79 FEET TO AN EXISTING IRON PIN; THENCE LEAVING SAID RIGHT OF WAY LINE; SOUTH 54 DEGREES 34 MINUTES 59 SECONDS WEST, 526.02 FEET TO AN IRON PIN SET IN THE SOUTH EASEMENT LINE OF A TVA TRANSMISSION LINE; THENCE RUNNING WITH SAID LINE, SOUTH 54 DEGREES 33 MINUTES 20 SECONDS WEST, 243.44 FEET TO AN EXISTING IRON PIN; SAID LINE BEING 50 FEET SOUTH AT RIGHT ANGLES AND PARALLEL TO THE CENTERLINE OF SAID TVA TRANSMISSION LINE; THENCE NORTH 31 DEGREES 23 MINUTES 41 SECONDS WEST, 629.79 FEET TO AN EXISTING SET STONE; THENCE NORTH 39 DEGREES 25 MINUTES 25 SECONDS WEST, 554.31 FEET TO AN EXISTING IRON PIN; THENCE NORTH 50 DEGREES 03 MINUTES 20 SECONDS EAST, 483.76 FEET TO AN EXISTING IRON PIN; THENCE NORTH 48 DEGREES 06 MINUTES 25 SECONDS EAST, 148.10 FEET CROSSING THE LOUDON COUNTY AND KNOX COUNTY LINE TO ANY EXISTING IRON PIN IN KNOX COUNTY; THENCE NORTH 41 DEGREES 42 MINUTES 35 SECONDS WEST, 108.10 FEET TO AN EXISTING IRON PIN IN THE SOUTH MARGIN OF HICKORY CREEK ROAD; THENCE ALONG THE SOUTH MARGIN OF HICKORY CREEK ROAD, NORTH 49 DEGREES 36 MINUTES 18 SECONDS EAST, 359.39 FEET TO A SET IRON PIN; THENCE SOUTH 43 DEGREES 39 MINUTES 38 SECONDS EAST, 69.81 FEET ALONG THE WEST MARGIN OF HICKORY CREEK ROAD TO A SET IRON PIN; THENCE SOUTH 11 DEGREES 26 MINUTES 49 SECONDS EAST, 196.94 FEET ALONG SAID RIGHT OF WAY LINE TO A SET IRON PIN; THENCE SOUTH 29 DEGREES 20 MINUTES 49 SECONDS EAST, 140.20 FEET TO A SET IRON PIN; THENCE SOUTH 39 DEGREES 16 MINUTE 49 SECONDS EAST, 414.20 FEET TO THE POINT OF BEGINNING, CONTAINING 1,105,496 SQUARE FEET OR 25.37 ACRES MORE OR LESS.

 


EXHIBIT A-21 TA Pioneer 289 Howard Baker Highway Pioneer, TN PARCEL LAND IN CAMPBELL COUNTY, TENNESSEE, DESCRIBED AS FOLLOWS: TRACT I: INTENTIONALLY DELETED TRACT II: SITUATE IN THE THIRD (3RD) CIVIL DISTRICT OF CAMPBELL COUNTY, TENNESSEE, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ON AN IRON PIN, THE SAME BEING LOCATED IN THE SOUTHWEST EDGE OF AN EXISTING ACCESS RIGHT OF WAY, AND THE SAME BEING A CORNER OF THE REMAINING PROPERTY OF AYERS, L.P. IN DEED BOOK 368, PAGE 286, IN THE REGISTER’S OFFICE FOR CAMPBELL COUNTY, TENNESSEE; THENCE WITH THE LINE OF THE REMAINING PROPERTY OF AYERS, L.P., THE FOLLOWING COURSES AND DISTANCES: SOUTH 31 DEG, 30 MIN. 20 SEC. WEST 315.61 FEET, MORE OR LESS, TO AN IRON PIN; SOUTH 41 DEG. 42 MIN, 03 SEC. EAST 86.38 FEET, MORE OR LESS, TO AN IRON PIN, AND THEN SOUTH 35 DEG. 32 MIN. 37 SEC. WEST 441.22 FEET, MORE OR LESS, TO AN IRON PIN THE SAME BEING A CORNER OF AN ADJACENT 3.35 ACRE TRACT (TRACT 4); THENCE WITH THE LINE OF SAID ADJACENT 3.35 ACRE TRACT (TRACT 4) NORTH 37 DEG. 31 MIN. 45 SEC. WEST 423.84 FEET, MORE OR LESS, TO AN IRON PIN, THE SAME BEING LOCATED IN THE SOUTHEAST EDGE OF AN EXISTING ACCESS RIGHT OF WAY; THENCE WITH THE SOUTHEAST EDGE OF SAID EXISTING ACCESS RIGHT OF WAY, THE FOLLOWING COURSES AND DISTANCES: NORTH 45 DEG, 26 MIN. 00 SEC. EAST 400.00 FEET, MORE OR LESS, TO AN IRON PIN, AND THEN NORTH 15 DEG. 26 MIN. 00 SEC. EAST 255,50 FEET, MORE OR LESS, TO AN IRON PIN, THE SAME BEING LOCATED IN THE SOUTHWEST EDGE OF AN EXISTING ACCESS RIGHT OF WAY; THENCE WITH THE SOUTHWEST EDGE OF SAID EXISTING ACCESS RIGHT OF WAY SOUTH 56 DEG. 17 MIN. 14 SEC. EAST 186,52 FEET, MORE OR LESS, TO AN IRON PIN, THE BEGINNING CORNER HEREOF. BEING A TRACT CONSISTING OF 5.07 ACRES, MORE OR LESS, AND BEING IDENTIFIED AS TRACT THREE (3), ACCORDING TO SURVEY OF JAMES W. PHILLIPS, R.L,S. NUMBER 321, DATED JULY 29, 2005, AND BEING THE TRACT SHOWN ON THE PLAT OF RECORD IN PLAT CABINET B, SLIDE 13, IN THE REGISTER’S OFFICE FOR CAMPBELL COUNTY, TENNESSEE. BEING THE SAME PROPERTY CONVEYED TO PIONEER TRUCK SERVICES, LLC, BY WARRANTY DEED OF RECORD IN BOOK W461, PAGE 244, REGISTER’S OFFICE FOR CAMPBELL COUNTY, TENNESSEE, TRACT III: SITUATE IN THE THIRD (3RD) CIVIL DISTRICT OF CAMPBELL COUNTY, TENNESSEE TO WIT: BEGINNING ON AN IRON PIN IN THE WEST ROW OF ROYAL DRIVE AND COMMON CORNER WITH PIONEER TRUCK SERVICES, LLC; THENCE WITH THE LINE WITH PIONEER TRUCK SERVICES S 45 DEG. 26 MIN, 00 SEC. W 655.46 FT. TO AN IRON PIN; THENCE CONTINUING 5 37 DEG. 31 MIN. 45 SEC. E

 


Pioneer, TN Page 2 123.84 FT. TO AN IRON PIN IN THE LINE OF AYERS, L.P.; THENCE WITH AYERS L.P. S 33 DEG. 27 MIN, 25 SEC. W 481.92 FEET TO AN IRON PIN; THENCE CONTINUING S 55 DEG. 46 MIN. 19 SEC. W 176.82 FT. TO AN IRON PIN IN THE LINE OF TWRA; THENCE THE LINE WITH TWRA N 18 DEG. 08 MIN. 50 SEC. W 540.00 FT. TO AN IRON PIN AND CORNER WITH AYERS L,P.; THENCE THE LINE WITH AYERS L.P. N 45 DEG. 26 MIN. 19 SEC. E 600.12 FT. TO AN IRON PIN; THENCE N 45 DEG, 26 MIN, 00 SEC. E 20.07 FT, TO AN IRON PIN; THENCE N 39 DEG. 58 MIN. 21 SEC. W 225.53 FT. TO AN IRON PIN; THENCE N 16 DEG. 16 MIN, 09 SEC. W 118,97 FT. TO AN IRON PIN IN THE EAST EDGE OF A 50 FT, ROW; THENCE WITH THE ROW N 28 DEG. 31 MIN, 41 SEC. W 17.55 FT.; THENCE CONTINUING WITH THE ROW N 32 DEG. 07 MIN. 59 SEC. W 75.00 FT, TO AN IRON PIN AND CORNER WITH AYERS L,P.; THENCE THE LINE WITH AYERS L.P, N 53 DEG, 20 MIN. 19 SEC. E 98.60 FT. TO AN IRON PIN IN THE LINE OF CARLOCK MYERS; THENCE THE LINE WITH MYERS S 44 DEG. 12 MIN. 45 SEC. E 434.87 FT. TO AN IRON PIN; THENCE N 15 DEG. 26 MIN. 00 SEC. E 557.05 FT. TO AN IRON PIN IN THE WEST ROW OF ROYAL DRIVE; THENCE WITH THE ROW OF ROYAL DRIVE 5 56 DEG. 24 MIN. 10 SEC. E 51.07 FT. TO THE POINT OF BEGINNING AND CONTAINING 10.76 ACRES AS SHOWN BY SURVEY OF JAMES W. PHILLIPS, RLS 321, DATED 12/12/11. BEING THE SAME PROPERTY CONVEYED TO BRANDON PROPERTIES, LLC BY WARRANTY DEED OF RECORD IN BOOK W970, PAGE 476, REGISTER’S OFFICE FOR CAMPBELL COUNTY, TENNESSEE. PARCEL 2: SITUATE IN THE FOURTH CIVIL DISTRICT OF CAMPBELL COUNTY, TENNESSEE, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIN, SAID POINT OF BEGINNING AND BEING NORTH 56 DEG. 26 MIN. EAST 56,0 FEET, FROM A MONUMENT IN THE SOUTH RIGHT OF WAY OF INTERSTATE HIGHWAY 75 AT ITS INTERSECTION WITH STATE HIGHWAY 63 AT EXIT 141; THENCE SOUTH 60 DEG. 02 MIN. EAST 269.0 FEET, TO AN IRON PIN; THENCE SOUTH 67 DEG. 34 MIN. WEST 206.77 FEET, MORE OR LESS, TO AN IRON PIN; THENCE NORTH 6/ DEG. 54 MIN. 11 SEC. WEST 178.0 FEET, TO AN IRON PIN; THENCE NORTH 12 DEG. 27 MIN. 21 SEC. WEST 91.49 FEET, TO AN IRON PIN; THENCE IN A NORTHEASTERLY DIRECTION BY THE ARC OF A CIRCLE FOLLOWING THE RIGHT OF WAY OF STATE HIGHWAY 63, A CHORD BEARING OF NORTH 66 DEG. 54 MIN. EAST AND A CHORD DISTANCE OF 200.87 FEET, TO THE POINT OF BEGINNING. CONTAINING 1.05 ACRES, MORE OR LESS, ACCORDING TO SURVEY OF BOBBY R. PARKS, R.L.S. #.1230, DATED JULY, 1995. ALSO CONVEYED HEREWITH IS A NON-EXCLUSIVE (JOINT) RIGHT OF WAY FOR INGRESS AND EGRESS OVER THE APPROXIMATE FIFTY (50) FOOT STRIP OF LAND RESERVED BETWEEN INTERSTATE HIGHWAY 75 RIGHT OF WAY AND THE PREMISES HEREBY CONVEYED, AND DESCRIBED AS FOLLOWS: BEGINNING AT A MONUMEMT IN THE SOUTH RIGHT OF WAY OF INTERSTATE HIGHWAY 75 AT ITS INTERSECTION WITH STATE HIGHWAY 63, AT EXIT 141; THENCE SOUTH 60 DEG, 02 MIN. EAST 282.45 FEET TO AN IRON PIN; THENCE SOUTH 67 DEG. 34 MIN. WEST 62.95 FEET, TO AN IRON PIN; THENCE NORTH 60 DEG, 02 MIN. WEST 269,0 FEET TO AN IRON PIN AT THE RIGHT OF WAY OF STATE HIGHWAY 63; THENCE NORTH 56 DEG. 26 MIN. EAST 56.0 FEET TO THE POINT OF BEGINNING, CONTAINING 0.316 ACRES, MORE OR LESS, ACCORDING TO SURVEY OF BOBBY R. PARKS, R.L.S. #1230, DATE JULY, 1995. BEING THE SAME PROPERTY CONVEYED TO LEGACY LAND COMPANY, LLC BY TENNESSEE WARRANTY DEED OF RECORD IN BOOK W432, PAGE 167, REGISTER’S OFFICE FOR CAMPBELL COUNTY, TENNESSEE. PARCEL 3’  TRACT ONE: SITUATE IN DISTRICT NO, FOUR (4) OF CAMPBELL COUNTY, TENNESSEE, AND BEING A 3.5 ACRE TRACT AND Described as follows: Beginning at an iron pin at the right of way of State Highway 63, near its intersection with Interstate 75,

 


Pioneer, TN Page 3 at a corner common to a 52.5 foot right of way, thence with the right of way of Highway 63 N 83 Deg. 97’97” E 60.32 feet to an iron pin; thence still with said right of way N 78 deg. 57’39” E 111,40 feet to an iron pin; thence still with said right of way N 81 deg. 08’23” E 8.19 feet to an iron pin, a corner common to the Exxon property; thence with the Exxon line S 42 deg, 27’21” E 91.19 feet to an iron pin; thence S 67 deg. 54’11” E 178.00 feet, to an iron pin; thence N 67 deg. 31’ E 113.82 feet to an Iron pin at a 100 foot right of way; thence with said right of way S 60 deg. 02’ E 110.00 feet to an iron pin; thence 5 45 deg. 26’ W 937,36 feet to an iron pin; thence N 44 deg. 11’ W 183.12 feet to an iron pin; thence N 72 deg. 55’08” W 171.81 feet to an iron pin on a 52.5 foot right of way; thence with said right of way N 12 deg, 32’ 50” W 251,78 feet to the point of beginning. BEING THE PROPERTY CONVEYED TO CARLOCK MYERS IN WARRANTY DEED BOOK 349, PAGE 379 IN THE REGISTER’S OFFICE FOR CAMPBELL COUNTY, TENNESSEE. CARLOCK MYERS IS NOW DECEASED HAVING PASSED AWAY ON OR ABOUT MAY 19, 2011. REFERENCE IS FURTHER MADE TO THE ESTATE OF CARLOCK MYERS AS FILED IN FILE NO. P3178 IN THE CHANCERY COURT FOR CAMPBELL COUNTY, TENNESSEE, PROBATE DIVISION. TRACT TWO: SITUATE IN DISTRICT NO. FOUR (4) OF CAMPBELL COUNTY, TENNESSEE, AND BEING A 3.6 ACRE TRACT AND Described as follows: Beginning at an iron pin at a 52,5 foot right of way, thence S 72 deg. 55’08” E 171,81 feet to an Iron pin; thence S 44 deg. 11’ E 183.42 feet to an iron pin; thence N 45 deg. 26’ E 437.36 feet to an iron pin at a 100 foot right of way; with said right of way S 60 deg. 02’ E 258.41 feet to an iron pin; thence S 44 deg. 05’ E 15.0 feet to an iron pin, at a corner common to Koppers; thence with the Koppers Line S 45 deg. 26’ W 558.0 feet to an iron pin, a corner common to Ayers, thence with the Ayers line N 44 deg. 11’ W 435.01 feet to an iron pin; thence N 72 deg. 55’08” W 130.51 feet to an iron pin at a 52.5 foot right of way; thence with said right of way N 12 deg, 32’ 50” W 57.52 feet to an iron pin, the point of beginning. Tract two together with the non-exclusive right to use two (2) right of way easement for ingress and egress purposes, including the right to construct and maintain roadways for such purposes, described as follows: Easement No. 1: Beginning at an iron pin at the right of way of State Highway 63, near its intersection with Interstate 75, at a corner common with Myers; thence with said Highway S 88 deg. 13’ E 52.5 feet to an iron pin; thence leaving said Highway S 12 deg. 32’ 50” E 309.30 feet to an iron pin; thence N 72 deg. 55’08” W 52,5 feet to an iron pin; thence N 13 deg. 33’39” W 296.36 feet to the point of beginning. This right of way easement adjoins Tract Two on the West side, Easement No, 2: Beginning at an iron pin at the right of way of State Highway 63, near its intersection with Interstate 75, at a corner common to the Exxon property; thence N 56 deg. 26’ E 56.0 feet to a highway monument at the right of way of Interstate 75; thence with said right of way S 60 deg. 02’ E 681.06 feet to an iron pin; thence S 29 deg. 44’36” 104.13 feet to an iron pin; thence N 11 deg. 05’ W 15 feet to an iron pin; thence N 60 deg. 02’ W 398.41 feet to an iron pin; thence N 67 deg. 31’ E 62.95 Feet to an iron pin; thence N 60 deg. 02’ W 269.00 feet to an iron pin at the right of way of State Highway 63, the point of beginning. This right of way easement adjoins Tract Two on the East side. BEING THE PROPERTY CONVEYED TO CARLOCK MYERS IN WARRANTY DEED BOOK 359, PAGE 563 IN THE REGISTER’S OFFICE FOR CAMPBELL COUNTY, TENNESSEE. CARLOCK MYERS IS NOW DECEASED HAVING PASSED AWAY ON OR ABOUT MAY 19, 2011. REFERENCE IS FURTHER MADE TO THE ESTATE OF CARLOCK MYERS AS FILED IN FILE NO. P3178 IN THE CHANCERY COURT FOR CAMPBELL COUNTY, TENNESSEE, PROBATE DIVISION. BEING PART OF THE SAME PROPERTY (TRACTS III AND V) CONVEYED TO NELLIE M. MYERS BY QUIT CLAIM DEED OF RECORD IN DEED BOOK W974, PAGE 46, REGISTER’S OFFICE FOR CAMPBELL COUNTY,TENNESSEE.

 

 


 

EXHIBIT A-22 Denton, TX 6420 N 1-34 Denton, TX 76207 BEGINNING at a wooden right-of-way post in the East line of Interstate Highway 35, said post being North 89 degrees 29 minutes West, 282.56 feet, North 88 degrees 47 minutes West, 805 feet and North 03 degrees 02 minutes West, 555.6 feet from the Southeast corner of a certain 80 acre tract of land conveyed by deed dated November 4, 1926 from John Bedrick and wife, Anges Bedrick to Mrs. K. Preston as shown of record in Volume 211, Page 14 of the Deed Records of Denton County, Texas, post being on a curve to the right, said curve having a central angle of 02 degrees 12 minutes 21 seconds, a radius of 11,319.91 feet and a tangent of 217.94 feet, whose chord bears North 01 degree 50 minutes 07 seconds West, 435.80 feet; THENCE along said curve, with the East line of Interstate Highway 35, an arc distance of 435.82 feet to a set 1/2 inch iron rod; THENCE North 00 degrees 04 minutes 00 seconds East, continuing along the East line of Interstate Highway 35, 527.75 feet to a found concrete monument; THENCE North 61 degrees 00 minutes 00 seconds East, 99.55 feet to a set 1/2 inch iron rod; THENCE South 58 degrees 27 minutes 00 seconds East, along the Southwest line of U.S. Highway 77, 1,117.07 feet to a set 1/2 inch iron rod; THENCE South 00 degrees 29 minutes 00 seconds West, 448 .81 feet to a set 1/2 inch iron rod; THENCE North 88 degrees 46 minutes 59 seconds West, 1022.12 feet to the POINT OF BEGINNING and containing 17.885 acres or 779,071 square feet of land, more or less. Now known as: Lot 1, Block A, DENTON TRAVEL CENTER ADDITION, PHASE 1, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in cc# 2009-21, Real Property Records, Denton County, Texas.

 


EXHIBIT A-23 Edinburg, TX 8301 N Expressway 281 Edinburg, TX 78541-7060 A tract of land containing 17.2489 acres (751,362 square feet) situated in the County of Hidalgo County, Texas, consisting of 8.6235 (375,640 square feet) out of Lot 17, and 8.6254 acres (375,722 square feet) out of Lot 16, Block 47, Santa Cruz Gardens Subdivision Unit No. 2, according to the plat thereof recorded in Volume 8, Page 28, Hidalgo County Map Records, which said 8.6235 acres (375,640 square feet) was conveyed to Edinburg Auto Truck Stop, Inc by virtue of Warranty Deed recorded in Document No. 569099, Hidalgo County Official Records and said 8.6254 acres (375,722 square feet) was conveyed to Edinburg Auto Truck Stop, Inc., by virtue of Warranty Deed recorded in Volume 2656, Page 830, Hidalgo County Official Records, said 17.2489 acres also being more particularly described as follows: BEGINNING at the Northwest corner of Lot 17, Block 47, Santa Cruz Gardens Subdivision Unit No, 2, for the Northwest corner of this tract; THENCE, S 81° 20’ 00” E along the North line of Lot 17, Block 47 and within the right of way of F.M. 2812, a distance of 1252.00 feet to the Northeast corner of this tract; THENCE, S 08° 52’ 00” W along the West right of way line of U.S. Expressway 281, at a distance of 30.00 feet pass a No, 4 rebar found for the South right of way line of F.M. 2912, at a distance of 300.00 feet pass a No. 4 rebar found on the South line of Lot 17 and the North line of Lot 16, Block 47, continuing a total distance of 600.00 feet to a No, 4 rebar found on the South line of Lot 16, for the Southeast corner of this tract; THENCE, N 81° 20’ 00” W along the South line of Lot 16, Block 47, a distance of 1252.54 feet to a No. 4 rebar found at the Southwest corner of Lot 16, for the Southwest corner of this tract; THENCE, N 08° 56’ 25” E along the West line of Lot 16 and 17, Block 47 and the East line of Lake Citrus Estates Subdivision (Vol. 21, Pg. 27, H.C.M.R.), at a distance of 300.00 feet pass a No, 4 rebar found for the Northwest corner of Lot 16, and the Southwest corner of Lot 17, at a distance of 570.00 feet pass a No. 4 rebar found for the South right of way line of FM 2812, continuing a total distance of 600.00 feet to the POINT OF BEGINNING, and containing 17.2489 acres (751,362 square feet), of which 0,8623 of one acre (37,560 square feet) lies in the right of way of FM 2812, leaving a net of 16.3866 acres (713,802 square feet) of land, more or less.

 


EXHIBIT A-24 TA I fillsboro  US 77 I-Tillsboro, 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 (0.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 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

 


Hillsboro, TX Page 2 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/B 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-25 Laredo, TX 1010 Beltway Parkway Laredo, TX 78045 Being Lot Number One (1), in Block Number (1), Travel Centers of America Plat recorded in Volume 26, Page 10, Webb County Plat Records, Texas.

 


EXHIBIT A-26 Sweetwater, TX  PO Box 1578 Sweetwater, TX 79566 Situated in the County of Nolan, State of Texas, being part of the West one-half (1/2) of Section Fifty Two (52) in Block Twenty Two (22) of the Texas and Pacific Railway Company Surveys and being the same land conveyed by James R. Pace and wife, Barbara P. Pace, to Union Oil Company of California, by deed dated March 4, 1970, recorded in Volume 211, Page 728, Deed Records, Nolan County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 3/8’ steel rod found in the West right of way line of Hopkins Road, said rod maintaining the Northeast corner of 5.0 acre tract of land conveyed by Sweetwater 76 Inc. to James L. Bates by deed dated August 7, 1985, recorded in Volume 271, Page 196, said Deed Records; THENCE North 82° 32’ 00” West a distance of 1278.71 feet to a 3/8” steel rod found; THENCE North 08° 37’ 51” East a distance of 578.47 feet to a P.K. nail set in the South right of way line of U.S. Interstate Highway No. 20, said rod maintaining the Northeast corner of a 1 acre tract of land described as Tract 1 conveyed by Edward V. Lee and wife, Nedra K. Lee to K.J. Lee and wife, Merie Lee, by deed dated September 24, 1984, recorded in Volume 267, Page 1, said Deed Records; THENCE in a Southeasterly direction with said right of way line and a curve to the left having a radius of 1006.78 feet a distance of 254.17 feet (chord bears South 84° 36’ 00” East, 253.50 feet) to a concrete monument found; THENCE South 80° 50’ 00” East continuing with the South right of way line of Highway 20 a distance of 574.71 feet to a 1/2” steel rod set at an angle point; THENCE South 42° 30’ 00” East a distance of 36.40 feet to a 1/2” steel rod set in the West right of way line of Hopkins Road; THENCE in a Southeasterly direction with said right of way line and a curve to the left having a radius of 858.64 feet a distance of 471.52 feet (chord bears South 15° 54’ 00” East, 465.62 feet) to a P.K. Nail set at the end of said curve; THENCE South 26° 45’ 53” East continuing with the West right of way line of Hopkins Road a distance of 154.40 to the place of beginning and containing 636,966 square feet or 14.622 acres of land, more or less.

 

 


 

Exhibit B-1

 

Property Exchange Agreement

 

(see attached)

 

Ex B-1



 

PROPERTY EXCHANGE AGREEMENT

 

among

 

HOSPITALITY PROPERTIES TRUST,

 

HPT TA PROPERTIES TRUST,

 

HPT TA PROPERTIES LLC,

 

TRAVELCENTERS OF AMERICA LLC

 

and

 

TA OPERATING LLC

 


 

 [·], 2015

 


 



 

PROPERTY EXCHANGE AGREEMENT

 

THIS PROPERTY EXCHANGE AGREEMENT is made and entered into as of [·], 2015 (the “Effective Date”) among Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), HPT TA Properties Trust, a Maryland real estate investment trust (“HPT TA Trust”), HPT TA Properties LLC, a Maryland limited liability company (“HPT TA LLC”), TravelCenters of America LLC, a Delaware limited liability company (“TA LLC”), and TA Operating LLC, a Delaware limited liability company, together with any of its successors and assigns as expressly permitted hereunder (“TA Operating”).

 

PRELIMINARY STATEMENTS

 

HPT, HPT TA Trust, HPT TA LLC, TA LLC and TA Operating are parties, among others, to that certain Transaction Agreement, dated as of June [1], 2015 (the “Transaction Agreement”), pursuant to which HPT TA Trust and HPT TA LLC agreed to convey to TA Operating the COFO Properties (this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in Article 1) and TA Operating agreed to convey to HPT TA Trust or HPT TA LLC (at HPT’s election) the New Properties and the Legacy Properties, in each case subject to and in accordance with the terms and conditions in the Transaction Agreement and as hereinafter set forth.

 

NOW, THEREFORE, it is agreed:

 

ARTICLE 1
DEFINITIONS

 

1.1          Capitalized Terms.  Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below and such definitions shall apply equally to the singular and plural forms of such terms.

 

Agreement”:  this Property Exchange Agreement, together with all exhibits and schedules attached hereto.

 

Closing”:  the closing and consummation of the conveyances and exchanges contemplated by this Agreement.

 

COFO Properties”: collectively, the Land identified on Schedule 1 and all Improvements thereon.

 

COFO Properties Price”: $45,042,040.

 

Improvements”:  collectively, all buildings, structures and other improvements of every kind including, but not limited to, “integral equipment” (as defined in accounting standards codification topic 360-20), underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures situated upon any of the Land and, in the case of the Legacy Properties identified on Schedule 2, on the parcels of land owned or ground leased by HPT TA Trust or HPT TA LLC, as indicated thereon.

 



 

Intangible Property”:  collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character to the extent related to the ownership, and not the operation, of the New Properties, Legacy Properties or COFO Properties, as the case may be.

 

Internal Revenue Code”:  the Internal Revenue Code of 1986, as amended and in effect from time to time, and including the applicable Treasury Regulations thereunder.

 

Land”:  collectively, all of TA Operating’s, HPT TA Trust’s and HPT TA LLC’s  right, title and interest in and to the parcel or parcels of land described in Exhibit A as being owned by any of them, together with all easements and appurtenances related thereto.

 

Legacy Properties”: collectively, the Improvements on the land owned or ground leased by HPT TA Trust or HPT TA LLC, as identified on Schedule 3.

 

Legacy Properties Price”: $38,571,218.

 

Losses”: the meaning given in Section 3.3.

 

Net Exchange Price”: the sum of the New Properties Price plus the Legacy Properties Price less the COFO Properties Price.

 

New Properties”: collectively, the Land identified on Schedule 4 and all Improvements thereon.

 

New Properties Price”: $144,827,943.

 

Permitted Encumbrances”:  in respect of any Real Property, collectively, applicable zoning, subdivision, building and other land use laws and regulations; liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; all matters shown on or referenced in the Title Commitment for such Real Property which are reasonably acceptable to HPT (with respect to any Real Property other than a COFO Property) or TA (with respect to any COFO Property); and all matters shown on the Survey for such Real Property which are reasonably acceptable to HPT (with respect to any Real Property other than a COFO Property) or TA (with respect to any COFO Property).

 

Properties”: collectively, the Real Property and any related Intangible Property.

 

Real Property”:  any of the New Properties, Legacy Properties or the COFO Properties.

 

Survey”:  with respect to each Real Property, the ALTA/ACSM land title survey corresponding to such Real Property as identified on Schedule 5.

 

Title Commitment”:  with respect to each Real Property, the title commitment or date down endorsement issued by the Title Company corresponding to such Real Property as identified on Schedule 6, together with copies of all exception documents referred to therein.

 

2



 

Title Company”:  First American Title Insurance Company or Stewart Title Guaranty Company, as applicable.

 

ARTICLE 2
CONVEYANCE AND EXCHANGE; CLOSING

 

2.1          Conveyance and Exchange.  In consideration of the payment by HPT to TA Operating of the Net Exchange Price as herein provided and the conveyance by HPT TA Trust and HPT TA LLC of the COFO Properties to TA Operating, TA Operating shall simultaneously convey the New Properties and the Legacy Properties to HPT TA Trust and/or HPT TA LLC, at HPT’s election.  Each such conveyance shall include any related Intangible Property and shall be made subject to and in accordance with the terms and conditions of this Agreement.

 

2.2          Closing.  The conveyance and exchange of all of the Real Properties and related Intangible Property and the payment of the Net Exchange Price shall be consummated contemporaneously with the execution of this Agreement.

 

2.3          IRS Real Estate Sales Reporting.  TA Operating shall act as “the person responsible for closing” the transactions which are the subject of this Agreement pursuant to Section 6045(e) of the Internal Revenue Code and shall prepare and file all informational returns, including IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Internal Revenue Code.

 

ARTICLE 3
CLOSING OBLIGATIONS

 

3.1          Payment of the Net Exchange Price.  On the Effective Date, HPT shall pay the Net Exchange Price to TA Operating by wire transfer of immediately available funds as instructed by TA Operating.

 

3.2          HPT TA Trust’s, HPT TA LLC’s and HPT’s Closing Obligations in Respect of the COFO Properties.  On the Effective Date, HPT TA Trust and HPT TA LLC shall deliver to TA Operating:

 

(i)        Good and sufficient deed(s) with covenants against grantor’s acts, or their local equivalent, in proper statutory form for recording, duly executed and acknowledged by HPT TA Trust or HPT TA LLC, as the case may be, conveying good and marketable fee simple title to the COFO Property(ies) owned by each, free from all liens and encumbrances other than the Permitted Encumbrances;

 

(ii)       A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B, duly executed by HPT; and

 

(iii)      Such other conveyance documents, certificates, deeds, affidavits and other instruments as TA Operating or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which any of the COFO Properties is located.

 

3



 

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

 

3.4          TA Operating’s and TA LLC’s Closing Obligations in Respect of the New Properties and the Legacy Properties.  On the Effective Date, TA Operating shall deliver to HPT TA Trust and/or HPT TA LLC, as applicable:

 

(i)        Good and sufficient deeds with covenants against grantor’s acts, or its local equivalent, or assignments of ground leases, as applicable, in proper statutory form for recording, duly executed and acknowledged by TA Operating, conveying good and marketable fee simple title to each of the New Properties and the Legacy Properties, free from all liens and encumbrances other than the Permitted Encumbrances;

 

(ii)       A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B, duly executed by TA LLC; and

 

(iii)      Such other conveyance documents, certificates, deeds, affidavits and other instruments as HPT TA Trust, HPT TA LLC, or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which any of the New Properties or Legacy Properties is located.

 

3.5          Assignment and Assumption of Intangible Property and Indemnity attributable to the New Properties and the Legacy Properties.  TA Operating hereby assigns to HPT TA Trust and/or HPT TA LLC, respectively, all of its right, title and interest in and to the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by HPT TA Trust and/or HPT TA LLC, to the extent first arising from and after the Effective Date.  HPT TA Trust and/or HPT TA LLC, respectively, each hereby assumes all of TA Operating’s obligations with respect to the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by it to the extent first arising from and after the Effective Date.  HPT TA Trust and/or HPT TA LLC, respectively, each hereby agrees to perform all of TA Operating’s obligations with respect to the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by it to the extent first arising from and after the

 

4



 

Effective Date.  In each case, subject to any lease or other agreement between or among HPT TA Trust and/or HPT TA LLC and TA Operating that may otherwise allocate responsibilities, HPT TA Trust and/or HPT TA LLC, respectively, shall indemnify, defend and hold harmless TA Operating from and against any and all Losses arising from the Intangible Property attributable to the New Properties and the Legacy Properties being acquired by it to the extent first arising from and after the Effective Date and TA Operating shall indemnify, defend and hold harmless HPT TA Trust and/or HPT TA LLC, respectively, from and against any and all Losses arising from the Intangible Property attributable to the New Properties and the Legacy Properties to the extent first arising prior to the Effective Date.

 

ARTICLE 4
PRORATIONS

 

4.1          Proration Items.  Inasmuch as TA Operating will be leasing the New Properties and the Legacy Properties from subsidiaries of HPT on and after the Effective Date and TA Operating has leased the COFO Properties from subsidiaries of HPT prior to the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or other utilities, shall be made for the account of TA Operating as a seller or a buyer under this Agreement or as the tenant under the lease previously entered into, or being entered into, by TA Operating and subsidiaries of HPT.

 

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

 

ARTICLE 5
MISCELLANEOUS

 

5.1          Like-Kind Exchange.  All the parties hereto are, for federal income tax purposes, either HPT (or subsidiaries thereof disregarded for federal income tax purposes) or TA LLC (or subsidiaries thereof disregarded for federal income tax purposes).  It is the intent of the parties that the exchange of the Properties pursuant to Section 2.1 shall constitute (or be part of) for each of HPT and TA LLC, to the maximum extent possible, a simultaneous or deferred like kind exchange in accordance with Section 1031 of the Internal Revenue Code, and each party hereto shall cooperate with the reasonable requests of the other parties to further such intent.  In furtherance of the foregoing and by way of example, but not limitation, HPT and its applicable subsidiaries agree to execute an instrument acknowledging and consenting to an assignment by TA Operating of its rights under this Agreement to a “qualified intermediary” in order to facilitate a deferred like kind exchange under Section 1031 of the Internal Revenue Code, provided, however, such assignment shall not relieve TA Operating of any of its obligations hereunder.

 

5.2          Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

 

5.3          Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any

 

5



 

jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

 

5.4          No Third Party Beneficiaries.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

 

5.5          Entire Agreement.  This Agreement and the Transaction Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

 

5.6          Merger.  Except with respect to the any obligation expressly stated to survive the Closing, none of the terms or provisions of this Agreement shall survive the Closing, and the payment of the Net Exchange Price and delivery of the deeds and other closing documents at the Closing shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of each of the parties to be performed hereunder.

 

5.7          Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any such counterparts or signatures may be delivered by facsimile or e-mail (in .pdf format), and any counterparts or signatures so delivered shall be deemed an original counterpart or signature for all purposes related to this Agreement.

 

5.8          Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

5.9          Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

 

5.10        HPT STATEMENT OF LIMITED LIABILITY.  THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING HOSPITALITY PROPERTIES TRUST, DATED AUGUST 21, 1995, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HOSPITALITY PROPERTIES TRUST SHALL BE HELD TO ANY

 

6



 

PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HOSPITALITY PROPERTIES TRUST.  ALL PERSONS DEALING WITH HOSPITALITY PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HOSPITALITY PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

 

5.11        HPT-TA TRUST STATEMENT OF LIMITED LIABILITY.  THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, DATED NOVEMBER 29, 2006, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUST.  ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

 

5.12        Survival.  The provisions of this Article 5 shall survive the Closing.

 

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

 

7



 

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

 

 

Hospitality Properties Trust

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

HPT TA Properties Trust

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

HPT TA Properties LLC

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

TravelCenters of America LLC

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

TA Operating LLC

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 



 

Exhibit A

 

Legal Descriptions

 

Ex.

 

Site Name

 

Street Address

 

City

 

State

 

Owner

A-1

 

Petro Gadsden

 

1724 West Grand Ave.

 

Gadsden

 

AL

 

TA Operating

A-2

 

TA Montgomery

 

980 West South Blvd.

 

Montgomery

 

AL

 

HPT TA Trust

A-3

 

Petro Santa Nella

 

28991 West Gonzaga Road

 

Santa Nella

 

CA

 

TA Operating

A-4

 

TA Jackson

 

PO Box 967

 

Jackson

 

GA

 

HPT TA LLC

A-5

 

Petro Monee

 

5915 Monee Rd.

 

Monee

 

IL

 

TA Operating

A-6

 

TA Morris

 

21 Romines Drive

 

Morris

 

IL

 

TA Operating

A-7

 

Petro Greensburg

 

1409 S. Country Rd #850 E.

 

Greensburg

 

IN

 

TA Operating

A-8

 

TA Beto Junction

 

2775 U.S. Hwy 75

 

Lebo

 

KS

 

TA Operating

A-9

 

TA Greenwood

 

8560 Greenwood Rd.

 

Greenwood

 

LA

 

TA Operating

A-10

 

Petro Florence

 

3001 TV Road

 

Florence

 

SC

 

TA Operating

A-11

 

TA Knoxville

 

615 Watt Road

 

Knoxville

 

TN

 

HPT TA Trust

A-12

 

TA Denton

 

6420 N I-35

 

Denton

 

TX

 

HPT TA Trust

A-13

 

TA Edinburg

 

8301 N Expressway 281

 

Edinburg

 

TX

 

TA Operating

A-14

 

TA Laredo

 

1010 Beltway Parkway

 

Laredo

 

TX

 

TA Operating

A-15

 

TA Sweetwater

 

PO Box 1578

 

Sweetwater

 

TX

 

HPT TA Trust

 

Note:  For the avoidance of doubt, the land owned or ground leased by HPT TA Trust or HPT TA LLC and identified on Schedule 2 and Schedule 3 of this Agreement in connection with the Legacy Properties is not included in the defined term Land for purposes of this Agreement.

 

Ex A



 

EXHIBIT B

 

Form of FIRPTA Certificate

 

(See attached)

 



 

FIRPTA CERTIFICATE

 

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. federal income tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by [regarded owner of disregarded entity], a [state/type of entity]  (“Transferor”), pursuant to the Property Exchange Agreement, dated as of [·], 2015, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and TA Operating LLC, Transferor hereby certifies to [transferee entity] (“Transferee”) the following:

 

Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and income tax regulations thereunder);

 

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

 

[Disregarded entity name], which has legal title to one or more transferred U.S. real property interests under local law, is disregarded as an entity separate from Transferor for U.S. federal income tax purposes;

 

Transferor’s U.S. employer identification number is [·]; and

 

Transferor’s office address is                                               .

 

The undersigned and Transferor understand that this certificate may be disclosed to the Internal Revenue Service by Transferee and any transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

 

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

 



 

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Transferor.

 

 

[TRANSFEROR]

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

Date:  [·], 2015

 



 

Schedule 1

 

COFO Properties

 

TA Montgomery

980 West South Blvd.

Montgomery, Alabama 36105

 

TA Jackson

PO Box 967

Jackson, Georgia 30529

 

TA Knoxville

615 Watt Road

Knoxville, Tennessee 37922

 

TA Denton

6420 N I-34

Denton, Texas 76207

 

TA Sweetwater

PO Box 1578

Sweetwater, Texas 79566

 



 

Schedule 2

 

Legacy Properties on HPT Land

 

TA Commerce City

5101 Quebec St.

Commerce City, Colorado 80022

HPT Owner:  HPT TA Properties Trust

 

TA Vero Beach

8909 20th Street

Vero Beach, Florida 32966

HPT Owner:  HPT TA Properties Trust

 

TA Clayton

10346 S. State Rte 39

Clayton, Indiana 46118

HPT Owner:  HPT TA Properties LLC

 

TA Barkeyville

5644 SR8 - P.O. Box 333B

Harrisburg, Pennsylvania

HPT Owner:  HPT TA Properties Trust

 

TA Milesburg

875 N. Eagle Valley Rd. PO Box 656

Milesburg, Pennsylvania

HPT Owner:  HPT TA Properties Trust

 

TA Denmark

155 Hwy 138

Denmark, Tennessee

HPT Owner:  HPT TA Properties Trust

 

TA Wheeling

RR 1 - P.O. Box 1521

Valley Grove, West Virginia

HPT Owner:  HPT TA Properties Trust

 



 

Schedule 3

 

Legacy Properties

 

TA Commerce City

5101 Quebec St.

Commerce City, Colorado 80022

HPT Owner:  HPT TA Properties Trust

 

TA Vero Beach

8909 20th Street

Vero Beach, Florida 32966

HPT Owner:  HPT TA Properties Trust

 

TA Clayton

10346 S. State Rte 39

Clayton, Indiana 46118

HPT Owner:  HPT TA Properties LLC

 

TA Baltimore South

5501 O’Donnell Street Cutoff

Baltimore, Maryland

HPT Owner:  HPT TA Properties Trust

 

TA Barkeyville

5644 SR8 - P.O. Box 333B

Harrisburg, Pennsylvania

HPT Owner:  HPT TA Properties Trust

 

TA Milesburg

875 N. Eagle Valley Rd. PO Box 656

Milesburg, Pennsylvania

HPT Owner:  HPT TA Properties Trust

 

TA Denmark

155 Hwy 138

Denmark, Tennessee

HPT Owner:  HPT TA Properties Trust

 

TA Wheeling

RR 1 - P.O. Box 1521

Valley Grove, West Virginia

HPT Owner:  HPT TA Properties Trust

 



 

Schedule 4

 

New Properties

 

Petro Gadsden

1724 West Grand Ave.

Gadsden, Alabama  35904

I-59, Exit 181

 

Petro Santa Nella

28991 West Gonzaga Road

Santa Nella, California  95322

State Hwy 152 & State Hwy 33

 

Petro Monee

5915 Monee Rd.

Monee, Illinois  60449

Interstate 57-Exit 335

 

TA Morris

21 Romines Drive

Morris, Illinois  60450

I-80 & State Rte. 47 (Exit 112)

 

Petro Greensburg

1409 S. Country Road #850 East

Greensburg, Indiana  4720

Interstate 74 — Exit 143

 

TA Beto Junction

2775 U.S. Hwy 75

Lebo, Kansas  66856

I-35, Exit 155

 

TA Greenwood

8560 Greenwood Rd.

Greenwood, Louisiana  71033

Interstate 20 (Exit 5)

 

Petro Florence

3001 TV Road

Florence, South Carolina  29501

I-95 — Exit 169

 



 

TA Edinburg

8301 N Expressway 281

Edinburg, Texas 78541-7060

US 281 North, Exit FM-2812

 

TA Laredo

1010 Beltway Parkway

Laredo, Texas  78045

I-35, Exit #13

 



 

Schedule 5

 

Surveys

 

Real Property

 

Survey

 

 

 

Gadsden, AL

1724 West Grand Ave.

Gadsden, AL  35904

I-59, Exit 181

 

ALTA/ACSM Land Title Survey, dated November 12, 2013, coordinated by Commercial Due Diligence Services (“CDDS”).

 

 

 

 

Montgomery, AL

980 W South Blvd

Montgomery, AL

 

ALTA/ACSM Land Title Survey dated March 25, 1993, prepared by International Land Surveying (“ILC”).

 

 

 

Petro Santa Nella

28991 West Gonzaga Road

State Hwy 152, Exit State Hwy 33
(San Luis Dr.)

Santa Nella, CA 95322

 

ALTA/ACSM Land Title Survey, dated May 20, 2015, prepared by Slooten Consulting, Inc. and coordinated by Smith-Roberts.

 

 

 

Commerce City

(Denver East), CO

5101 Quebec St.

Commerce City, CO

 

ALTA/ACSM Land Title Survey, dated May 19, 2015, last revised May 26, 2015, prepared by Inter-Mountain Engineering and coordinated by Smith-Roberts.

 

 

 

Vero Beach, FL

8909 20th Street

Vero Beach, FL

 

ALTA/ACSM Land Title Survey, dated May 1, 2015, prepared by Altamax Surveying and coordinated by Smith-Roberts.

 

 

 

 

Atlanta South, GA

Box 967

Jackson, GA

 

ALTA/ACSM Land Title Survey dated January 22, 1993, last revised March 26, 1997, prepared by ILC.

 

 

 

Monee, IL

5915 Monee Rd.

Interstate 57-Exit 335

Monee, IL  60449

 

ALTA/ACSM Land Title Survey, dated April 28, 2011, prepared by Dale A. Gray.

 

 

 

TA Morris

21 Romines Drive

I-80, Exit 112 (Rt. 47)

Morris, IL 60450

 

ALTA/ACSM Land Title Survey, dated May 18, 2015, prepared by Sarko Engineering, Inc. and coordinated by Smith-Roberts.

 



 

Real Property

 

Survey

 

 

 

Wilmington, IL

Lorenzo Road

Wilmington, IL 60481

 

ALTA/ACSM Land Title Survey, dated January 15, 2015, prepared by Manhard Consulting, LTD.

 

 

 

Clayton, IN

10346 S. State Rte 39

Clayton, IN

 

ALTA/ACSM Land Title Survey, dated May 27, 2015, prepared by Bledsoe, Riggert Guerrettaz and coordinated by Smith-Roberts.

 

 

 

Greensburg, IN

1409 S. Country Road #850 East

Interstate 74 — Exit 143

Greensburg, IN  4720

 

ALTA Survey, dated February 29, 2012, prepared by Mackie Consultants, LLC, coordinated by CDDS.

 

 

 

Beto Junction, KS

2775 U.S. Hwy 75

I-35, Exit 155

Lebo, KS  66856

 

ALTA/ACSM Land Title Survey, dated February 13, 2013, coordinated by CDDS.

 

 

 

TA Greenwood

8560 Greenwood Rd., I-20, Exit 5

Greenwood, LA 71033

 

ALTA/ACSM Land Title Survey, dated May 18, 2015, prepared by Dading, Marques & Associates, LLC and coordinated by Smith-Roberts.

 

 

 

Barkeyville, PA

5644 SR8

P.O. Box 333B

Harrisburg, PA

 

ALTA/ACSM Land Title Survey, dated May 30, 2015, prepared by Shaheed A. Smith Geospatial, LLC and coordinated by Smith-Roberts.

 

 

 

Milesburg, PA

875 N. Eagle Valley Rd

P.O. Box 656

Milesburg, PA

 

ALTA/ACSM Land Title Survey, dated May 31, 2015, prepared by Shaheed A. Smith Geospatial, LLC and coordinated by Smith-Roberts.

 

 

 

Columbia, SC

Bluff Road

Columbia, SC 29201

 

ALTA/ACSM Land Title Survey, dated January 9, 2007, prepared by Cox and Dinkins. 

 

 

 

Florence, SC

3001 TV Road

I-95 — Exit 169

Florence, SC  29501

 

ALTA/ACSM Land Title Survey, dated December 27, 2012, prepared by Johnny Nobles & Associates.

 



 

Real Property

 

Survey

 

 

 

Denmark, TN

155 Hwy 138

Denmark (Jackson), TN

 

ALTA/ACSM Land Title Survey, dated May 15, 2015, prepared by Freeland-Clinkscales & Associates, Inc. of NC and coordinated by Smith-Roberts.

 

 

 

Knoxville West, TN

615 Watt Rd.

Knoxville, TN

 

ALTA/ACSM Land Title Survey dated March 11, 1997, prepared by ILC.

 

 

 

Pioneer, TN

289 Howard Baker Highway

Pioneer, TN 37847

 

ALTA/ACSM Land Title Survey, dated June 26, 2013, coordinated by  CDDS.

 

 

 

Denton, TX

6420 N I-35

Denton, TX

 

ALTA/ACSM Land Title Survey dated March 16, 1993, prepared by ILC.

 

 

 

TA Edinburg

8301 N Expressway 281

HWY 281, Exit FM 2812

Edinburg, TX 78541-7060

 

ALTA/ACSM Land Title Survey, dated (or to be dated) on or about June 1, 2015, prepared by Melden & Hunt, Inc. and coordinated by Smith-Roberts.

 

 

 

Hillsboro, TX

US 77

Hillsboro, TX 76645

 

Final Plat, dated August 3, 2007, prepared by The Wallace Group, Inc.

 

 

 

TA Laredo

I-35, Exit 13, 1010 Beltway Parkway

Laredo, TX 78045

 

ALTA/ACSM Land Title Survey, dated May 22, 2015, prepared by Blue Top Land Surveying and coordinated by Smith-Roberts.

 

 

 

Sweetwater, TX

Box 1578

Sweetwater, TX

 

ALTA/ACSM Land Title Survey dated March 31, 1997, prepared by ILC.

 

 

 

Wheeling, WV

RR 1

P.O. Box 1521

Valley Grove, WV 26060

 

ALTA/ACSM Land Title Survey, dated May 12, 2015, prepared by Freeland-Clinkscales & Associates, Inc. of NC and coordinated by Smith-Roberts.

 



 

Schedule 6

 

Title Commitments

 

Real Property

 

Title

 

 

 

Gadsden, AL

1724 West Grand Ave.

Gadsden, AL  35904

I-59, Exit 181

 

Title Commitment File No. NCS-727478-01-BOS1, having an effective date of April 17, 2015 at 8:00 a.m., issued by First American Title Insurance Company (“First American”).

 

 

 

 

Montgomery, AL

980 W South Blvd

Montgomery, AL

 

Title Commitment File No. NCS-727502-04-BOS1, having an effective date of April 23, 2015 at 8:00 a.m., issued by First American

 

 

 

Quartzsite, AZ

Quartzsite Avenue

Quartzsite, AZ 85346

 

Lawyers Title Insurance Corporation Policy, having an effective date of January 29, 2008 in the amount of $2,690,000

 

 

 

Petro Santa Nella

28991 West Gonzaga Road

State Hwy 152, Exit State Hwy 33

(San Luis Dr.)

Santa Nella, CA 95322

 

Title Commitment No. NCS-727478-04-BOS1, having an effective date of April 03, 2015 at 7:30 a.m., issued by First American

 

 

 

Commerce City

(Denver East), CO

5101 Quebec St.

Commerce City, CO

 

Date Down Endorsement having an effective date of April 28, 2015 issued by Stewart Title Guaranty Company (“Stewart Title”) to Stewart Title Policy No. 0-9701-1734180.

 

 

 

Vero Beach, FL

8909 20th Street

Vero Beach, FL

 

Title Commitment NTS No. 15000140276, having an effective date of May 1, 2015 at 8:00 a.m., issued by Stewart Title.

 

 

 

Atlanta South, GA

Box 967

Jackson, GA

 

Title Commitment No. NCS-727502-01-BOS, having an effective date of April 16, 2015 at 8:00 a.m., issued by First American.

 

 

 

Monee, IL

5915 Monee Rd.

Interstate 57-Exit 335

Monee, IL  60449

 

Title Commitment No. NCS-727478-05-BOS1, having an effective date of April 27, 2015, issued by First American.

 

 

 

TA Morris

21 Romines Drive

I-80, Exit 112 (Rt. 47)

Morris, IL 60450

 

Title Commitment No. NCS-727478-06-BOS1, having an effective date of April 23, 2015, issued by First American.

 



 

Real Property

 

Title

 

 

 

Wilmington, IL

Lorenzo Road

Wilmington, IL 60481

 

Chicago Title Insurance Company Policy dated February 20, 2015 in the amount of $22,300,00

 

 

 

Clayton, IN

10346 S. State Rte 39

Clayton, IN

 

Date Down Endorsement having an effective date of April 21, 2015 at 8:00 a.m., issued by Stewart Title to Stewart Title Policy No. 0-9701-1561592.

 

 

 

Greensburg, IN

1409 S. Country Road #850 East

Interstate 74 — Exit 143

Greensburg, IN  4720

 

Title Commitment No. NCS-727478-10-BOS1, having an effective date of April 24, 2015, issued by First American.

 

 

 

 

Beto Junction, KS

2775 U.S. Hwy 75

I-35, Exit 155

Lebo, KS  66856

 

Title Commitment No. NCS-727478-11-BOS1, having an effective date of April 28, 2015 at 8:00 a.m., issued by First American.

 

 

 

TA Greenwood

8560 Greenwood Rd., I-20, Exit 5

Greenwood, LA 71033

 

Title Commitment No. NCS-727478-12-BOS1, having an effective date of April 25, 2015, issued by First American.

 

 

 

Barkeyville, PA

5644 SR8

P.O. Box 333B

Harrisburg, PA

 

Title Commitment NTS No. 15000140265, having an effective date of April 29, 2015 at 8:00 a.m., issued by Stewart Title.

 

 

 

Milesburg, PA

875 N. Eagle Valley Rd

P.O. Box 656

Milesburg, PA

 

Title Commitment NTS No. 15000140264, having an effective date of April 23, 2015, issued by Stewart Title.

 

 

 

Columbia, SC

Bluff Road

Columbia, SC 29201

 

First American Title Policy dated August 3, 2007 in the amount of $4,800,000.

 

 

 

Florence, SC

3001 TV Road

I-95 — Exit 169

Florence, SC  29501

 

Title Commitment No. NCS-727478-14-BOS1, having an effective date of April 21, 2015 at 8:00 a.m., issued by First American.

 



 

Real Property

 

Title

 

 

 

Denmark, TN

155 Hwy 138

Denmark (Jackson), TN

 

Title Commitment NTS No. 15000140266, having an effective date of April 20, 2015 at 8:00 a.m., revised May 21, 2015, issued by Stewart Title.

 

 

 

Knoxville West, TN

615 Watt Rd.

Knoxville, TN

 

Title Commitment No. NCS-727502-03-BOS1, having an effective date of April 24, 2015 at 8:00 a.m., issued by First American.

 

 

 

Pioneer, TN

289 Howard Baker Highway

Pioneer, TN 37847

 

First American Title Policy dated July 5, 2015 in the amount of $5,075,000.

 

 

 

Denton, TX

6420 N I-35

Denton, TX

 

Title Commitment No. NCS-727502-02-BOS1, having an effective date of May 1, 2015 at 8:00 a.m., issued by First American.

 

 

 

TA Edinburg

8301 N Expressway 281

HWY 281, Exit FM 2812

Edinburg, TX 78541-7060

 

Title Commitment No. NCS-727478-15-BOS1, having an effective date of May 6, 2015 at 8:00 a.m., issued by First American.

 

 

 

Hillsboro, TX

US 77

Hillsboro, TX 76645

 

First American Title Commitment dated August 7, 2007 in the amount of $1,600,000.

 

 

 

TA Laredo

I-35, Exit 13, 1010 Beltway Parkway

Laredo, TX 78045

 

Title Commitment No. NCS-727478-16-BOS1, having an effective date of May 11, 2015 at 8:00 a.m., issued by First American.

 

 

 

Sweetwater, TX

Box 1578

Sweetwater, TX

 

Title Commitment No. NCS-727502-05-BOS1, having an effective date of May 12, 2015 at 8:00 a.m., issued by First American.

 

 

 

Wheeling, WV

RR 1

P.O. Box 1521

Valley Grove, WV 26060

 

Date Down Endorsement having an effective date of May 5, 2015 at 8:00 a.m., issued by Stewart Title to Stewart Title Policy No. 0-9993-3376154.

 



 

Exhibit B-1A

 

New Properties and Legacy TA Properties
to be Conveyed on the Exchange Date by Property Exchange Agreement

 

New Properties:

 

Petro Gadsden

1724 West Grand Ave.

Gadsden, Alabama  35904

I-59, Exit 181

 

Petro Santa Nella

28991 West Gonzaga Road

Santa Nella, California  95322

State Hwy 152 & State Hwy 33

 

Petro Monee

5915 Monee Rd.

Monee, Illinois  60449

Interstate 57-Exit 335

 

TA Morris

21 Romines Drive

Morris, Illinois  60450

I-80 & State Rte. 47 (Exit 112)

 

Petro Greensburg

1409 S. Country Road #850 East

Greensburg, Indiana  4720

Interstate 74 — Exit 143

 

TA Beto Junction

2775 U.S. Hwy 75

Lebo, Kansas  66856

I-35, Exit 155

 

TA Greenwood

8560 Greenwood Rd.

Greenwood, Louisiana  71033

Interstate 20 (Exit 5)

 

Petro Florence

3001 TV Road

Florence, South Carolina  29501

I-95 — Exit 169

 

Exhibit B-1A



 

TA Edinburg

8301 N Expressway 281

Edinburg, Texas 78541-7060

US 281 North, Exit FM-2812

 

TA Laredo

1010 Beltway Parkway

Laredo, Texas  78045

I-35, Exit #13

 

Legacy TA Properties:

 

TA Commerce City

5101 Quebec St.

Commerce City, Colorado 80022

 

TA Vero Beach

8909 20th Street

Vero Beach, Florida 32966

 

TA Clayton

10346 S. State Rte 39

Clayton, Indiana 46118

 

TA Baltimore South

5501 O’Donnell Street Cutoff

Baltimore, Maryland

 

TA Barkeyville

5644 SR8 — P.O. Box 333B

Harrisburg, Pennsylvania

 

TA Milesburg

875 N. Eagle Valley Rd. PO Box 656

Milesburg, Pennsylvania

 

TA Denmark

155 Hwy 138

Denmark, Tennessee

 

TA Wheeling

RR 1 — P.O. Box 1521

Valley Grove, West Virginia

 

Exhibit B-1A



 

Exhibit B-2

 

Sales Agreement Form

 

(see attached)

 

Ex B-2



 

SALES AGREEMENT

 

between

 

[HPT ENTITY]

 

as Purchaser,

 

and

 

TA OPERATING LLC,

 

as Seller

 


 

                 , 2015

 


 



 

SALES AGREEMENT

 

THIS SALES AGREEMENT is made and entered into as of [·] (the “Effective Date”) between [HPT Entity], a [·], together with any of its successors and assigns as expressly permitted hereunder, as purchaser (“Purchaser”), and TA Operating LLC, a Delaware limited liability company, as seller (“Seller”).

 

PRELIMINARY STATEMENTS

 

Purchaser and Seller are parties, among others, to that certain Transaction Agreement, dated as of [·], 2015 (the “Transaction Agreement”), pursuant to which Seller agreed to sell and Purchaser agreed to purchase the Property (this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in Article 1), subject to and in accordance with the terms and conditions in the Transaction Agreement and as hereinafter set forth.

 

NOW, THEREFORE, it is agreed:

 

ARTICLE 1
DEFINITIONS

 

1.1                               Capitalized Terms.  Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below and such definitions shall apply equally to the singular and plural forms of such terms.

 

Agreement”:  this Sales Agreement, together with all exhibits attached hereto.

 

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

 

Improvements”:  collectively, all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures situated upon the Land.

 

Intangible Property”:  collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character related to the ownership, and not the operation, of the Land and Improvements, but only to the extent the foregoing is assignable without cost to Seller.

 

Internal Revenue Code”:  the Internal Revenue Code of 1986, as amended and in effect from time to time, and including the applicable Treasury Regulations thereunder.

 

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

 



 

Permitted Encumbrances”:  collectively, applicable zoning, subdivision, building and other land use laws and regulations; liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; all matters shown on or referenced in the Title Commitment which are reasonably acceptable to Purchaser; and all matters shown on the Survey which are reasonably acceptable to Purchaser.

 

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

 

Purchase Price”:                                         ($                            ).

 

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

 

Real Property”:  collectively, the Land1 and the Improvements.

 

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

 

Survey”:  the ALTA/ACSM land title survey of the Real Property prepared by                      and dated                        , 2015.

 

Title Commitment”:  the title commitment for the Real Property issued by the Title Company and dated                    , 2015.

 

Title Company”:  [·].

 

ARTICLE 2
PURCHASE AND SALE; CLOSING

 

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

 

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

 

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

 

2.4                               IRS Real Estate Sales Reporting.  Seller shall act as “the person responsible for closing” the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the Internal Revenue Code and shall prepare and file all informational returns, including IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Internal Revenue Code.

 


1  In the case of certain of the Legacy TA Properties, revise to cover only Improvements.

 

2



 

ARTICLE 3
CLOSING OBLIGATIONS

 

3.1                               Seller’s Closing Obligations.  On the Effective Date, Seller shall deliver to Purchaser:

 

(i)                         A good and sufficient deed with covenants against grantor’s acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying good and marketable fee simple title to the Real Property, free from all liens and encumbrances other than the Permitted Encumbrances;

 

(ii)                      A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B, duly executed by [TravelCenters of America LLC];

 

(iii)                   An executed counterpart amendment of [the Amended and Restated TA Lease or Petro Lease designated by Purchaser] as contemplated by the Transaction Agreement; and

 

(iv)                  Such other conveyance documents, certificates, deeds, affidavits and other instruments as Purchaser, Seller or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which the Real Property is located.

 

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

 

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

 

3



 

ARTICLE 4
PRORATIONS

 

4.1                               Proration Items.  Inasmuch as Seller will be leasing the Property from Purchaser on and after the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or other utilities,  shall be made for the account of Seller as seller under this Agreement or as the tenant under the lease being entered into by Seller and Purchaser.

 

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

 

ARTICLE 5
MISCELLANEOUS

 

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

 

5.2                               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

 

5.3                               Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

 

4



 

5.4                               No Third Party Beneficiaries.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

 

5.5                               Entire Agreement.  This Agreement and the Transaction Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

 

5.6                               Merger.  Except with respect to the any obligation expressly stated to survive the Closing, none of the terms or provisions of this Agreement shall survive the Closing, and the payment of the Purchase Price and delivery of the deed and other closing documents at the Closing shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Seller and/or Purchaser to be performed hereunder.

 

5.7                               Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any such counterparts or signatures may be delivered by facsimile or e-mail (in .pdf format), and any counterparts or signatures so delivered shall be deemed an original counterpart or signature for all purposes related to this Agreement.

 

5.8                               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

5.9                               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

 

5.10                        [STATEMENT OF LIMITED LIABILITYTHE DECLARATION OF TRUST ESTABLISHING PURCHASER, DATED NOVEMBER 29, 2006, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF PURCHASER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, PURCHASER.  ALL PERSONS DEALING WITH PURCHASER IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF PURCHASER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.]

 

5.11                        Survival.  The provisions of this Article 5 shall survive the Closing.

 

5



 

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

 

6



 

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

 

 

PURCHASER:

 

 

 

[HPT Entity]

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

SELLER:

 

 

 

 

 

TA OPERATING LLC

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 



 

Exhibit A

 

Legal Description

 

(See attached)

 



 

EXHIBIT B

 

Form of FIRPTA Certificate

 

(See attached)

 



 

FIRPTA CERTIFICATE

 

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. federal income tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by TravelCenters of America LLC, a Delaware limited liability company  (“Transferor”), pursuant to the Development Property Agreement, dated as of [·], 2015, between TA Operating LLC and [HPT entity], Transferor hereby certifies to [transferee entity] (“Transferee”) the following:

 

Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and income tax regulations thereunder);

 

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

 

TA Operating LLC, which has legal title to one or more transferred U.S. real property interests under local law, is disregarded as an entity separate from Transferor for U.S. federal income tax purposes;

 

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

 

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

 

The undersigned and Transferor understand that this certificate may be disclosed to the Internal Revenue Service by Transferee and any transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

 

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

 



 

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Transferor.

 

 

TravelCenters of America LLC

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

Date: [·], 2015

 

 

 



 

Exhibit B-2A

 

New Properties and Legacy TA Properties
to be Conveyed on June 16, 2015 by Sales Agreement(s)

 

New Properties:

 

TA Battle Creek

15874 Eleven Mile Rd.

Battle Creek, Michigan  49014

I-94, Exit 104

Allocated First Tranche Price:  $17,455,495

 

Legacy TA Properties:

 

TA Ashland

100 N. Carter Rd. - P.O. Box 712

Ashland, Virginia

Allocated First Tranche Price:  $6,959,146

 

Ex B-2A



 

Exhibit B-2B

 

New Properties and Legacy TA Properties
to be Conveyed on June 23, 2015 by Sales Agreement(s)

 

New Properties:

 

TA Livingston

435 Winton Pkwy.

Livingston, California  95334

SR 99, Exit 203

Allocated Second Tranche Price:  $12,628,926

 

Legacy TA Properties:

 

TA Porter South

1441 W. US Hgwy 20

Porter, Indiana 46304

Allocated Second Tranche Price:  $7,434,000

 

Ex B-2B



 

Exhibit B-2C

 

New Properties and Legacy TA Properties
to be Conveyed on or before December 31, 2015 by Sales Agreement(s)

 

New Properties:

 

TA Holbrook

3747 Express Dr.

Holbrook, Arizona  86025

I-40, Exit 283

Allocated Third Tranche Price:  $14,206,919

 

Petro Gary

3001 Grant St.

Gary, Indiana  46408

I-80/I-94, Exit 9

Allocated Third Tranche Price:  $36,098,717

 

Legacy TA Properties:

 

TA Effingham

1702 W. Evergreen

Effingham, Illinois

Allocated Third Tranche Price:  $1,200,000

 

Ex B-2C



 

Exhibit B-3

 

Development Property Agreement

 

(see attached)

 

Ex B-3



 

DEVELOPMENT PROPERTY AGREEMENT

 

between

 

[HPT ENTITY]

 

as Purchaser,

 

and

 

TA OPERATING LLC,

 

as Seller

 


 

                 , 20

 


 



 

DEVELOPMENT PROPERTY AGREEMENT

 

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

 

PRELIMINARY STATEMENTS

 

Purchaser and Seller are parties, among others, to that certain Transaction Agreement, dated as of [·] 2015 (the “Transaction Agreement”), pursuant to which Seller agreed to sell and Purchaser agreed to purchase the Property (this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in Article 1), subject to and in accordance with the terms and conditions in the Transaction Agreement and as hereinafter set forth.

 

NOW, THEREFORE, it is agreed:

 

ARTICLE 1
DEFINITIONS

 

1.1                               Capitalized Terms.  Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below and such definitions shall apply equally to the singular and plural forms of such terms.

 

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

 

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

 

Improvements”:  collectively, all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures situated upon the Land.

 

Intangible Property”:  collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character related to the ownership, and not the operation, of the Land and Improvements, but only to the extent the foregoing is assignable without cost to Seller.

 

Internal Revenue Code”:  the Internal Revenue Code of 1986, as amended and in effect from time to time, and including the applicable Treasury Regulations thereunder.

 

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

 



 

Permitted Encumbrances”:  collectively, applicable zoning, subdivision, building and other land use laws and regulations; liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; all matters shown on or referenced in the Title Commitment which are reasonably acceptable to Purchaser; and all matters shown on the Survey which are reasonably acceptable to Purchaser.

 

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

 

Purchase Price”:                                         ($                            ).

 

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

 

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

 

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

 

Survey”:  the ALTA/ACSM land title survey of the Real Property prepared by                      and dated                        , 20    .

 

Title Commitment”:  the title commitment for the Real Property issued by the Title Company and dated                    , 20    .

 

Title Company”:  [·].

 

ARTICLE 2
PURCHASE AND SALE; CLOSING

 

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

 

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

 

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

 

2.4                               IRS Real Estate Sales Reporting.  Seller shall act as “the person responsible for closing” the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the Internal Revenue Code and shall prepare and file all informational returns, including IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Internal Revenue Code.

 

2



 

ARTICLE 3
CLOSING OBLIGATIONS

 

3.1                               Seller’s Closing Obligations.  On the Effective Date, Seller shall deliver to Purchaser:

 

(i)                         A good and sufficient deed with covenants against grantor’s acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying good and marketable fee simple title to the Real Property, free from all liens and encumbrances other than the Permitted Encumbrances;

 

(ii)                      A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B, duly executed by [TravelCenters of America LLC];

 

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

 

(iv)                  Such other conveyance documents, certificates, deeds, affidavits and other instruments as Purchaser, Seller or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which the Real Property is located.

 

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

 

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

 

ARTICLE 4
PRORATIONS

 

4.1                               Proration Items.  Inasmuch as Seller will be leasing the Property from Purchaser on and after the Effective Date, all customary and usual prorations, including for ad valorem real

 

3



 

estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or other utilities, shall be made for the account of Seller as seller under this Agreement or as the tenant under the lease being amended by Seller and Purchaser.

 

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

 

ARTICLE 5
MISCELLANEOUS

 

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

 

5.2                               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

 

5.3                               Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

 

5.4                               No Third Party Beneficiaries.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

 

5.5                               Entire Agreement.  This Agreement and the Transaction Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

 

5.6                               Merger.  Except with respect to the any obligation expressly stated to survive the Closing, none of the terms or provisions of this Agreement shall survive the Closing, and the

 

4



 

payment of the Purchase Price and delivery of the deed and other closing documents at the Closing shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Seller and/or Purchaser to be performed hereunder.

 

5.7                               Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any such counterparts or signatures may be delivered by facsimile or e-mail (in .pdf format), and any counterparts or signatures so delivered shall be deemed an original counterpart or signature for all purposes related to this Agreement.

 

5.8                               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

5.9                               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

 

5.10                        [STATEMENT OF LIMITED LIABILITY.  THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING PURCHASER, DATED                             ,            AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF PURCHASER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, PURCHASER.  ALL PERSONS DEALING WITH PURCHASER IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF PURCHASER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.]

 

5.11                        Survival.  The provisions of this Article 5 shall survive the Closing.

 

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

 

5



 

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

 

 

PURCHASER:

 

 

 

[HPT Entity]

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

SELLER:

 

 

 

 

 

TA OPERATING LLC

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 



 

Exhibit A

 

Legal Description

 

(See attached)

 



 

EXHIBIT B

 

Form of FIRPTA Certificate

 

(See attached)

 



 

FIRPTA CERTIFICATE

 

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. federal income tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by TravelCenters of America LLC, a Delaware limited liability company  (“Transferor”), pursuant to the Development Property Agreement, dated as of [·], between TA Operating LLC and [HPT entity], Transferor hereby certifies to [transferee entity] (“Transferee”) the following:

 

1.                                      Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and income tax regulations thereunder);

 

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

 

3.                                      TA Operating LLC, which has legal title to one or more transferred U.S. real property interests under local law, is disregarded as an entity separate from Transferor for U.S. federal income tax purposes;

 

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

 

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

 

The undersigned and Transferor understand that this certificate may be disclosed to the Internal Revenue Service by Transferee and any transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

 

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

 



 

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Transferor.

 

 

TravelCenters of America LLC

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

Date: [·]

 

 

 



 

Exhibit C-1

 

Amended and Restated TA Lease No. 1

 

(see attached)

 

Ex C-1



 

AMENDED AND RESTATED LEASE AGREEMENT NO. 1,

 

dated as of [·], 2015,

 

by and between

 

HPT TA PROPERTIES TRUST and HPT TA PROPERTIES LLC,

 

AS LANDLORD,

 

AND

 

TA OPERATING LLC,

 

AS TENANT

 



 

ARTICLE 1 DEFINITIONS

1

1.1 “AAA”

1

1.2 “Additional Charges”

1

1.3 “Additional Rent”

1

1.4 “Affiliated Person”

1

1.5 “Agreement”

2

1.6 “Applicable Laws”

2

1.7 “Arbitration Award”

2

1.8 “Award”

2

1.9 “Base Gross Revenues”

2

1.10 “Base Year”

2

1.11 “Business Day”

2

1.12 “Capital Addition”

2

1.13 “Capital Expenditure”

2

1.14 “Capital Replacements Budget”

3

1.15 “Change in Control”

3

1.16 “Claim”

3

1.17 “Code”

3

1.18 “Commencement Date”

3

1.19 “Condemnation”

3

1.20 “Condemnor”

3

1.21 “Consolidated Financials”

3

1.22 “Default”

4

1.23 “Disbursement Rate”

4

1.24 “Disputes”

4

1.25 “Distribution”

4

1.26 “Easement Agreement”

4

1.27 “Encumbrance”

4

1.28 “Entity”

4

1.29 “Environment”

4

1.30 “Environmental Obligation”

4

1.31 “Environmental Notice”

4

1.32 “Environmental Report”

4

1.33 “Event of Default”

4

1.34 “Excess Gross Revenues”

4

1.35 “Existing Third Party Trade Names and Service Mark Rights”

5

1.36 “Extended Term”

5

1.37 “Fair Market Value Rent”

5

1.38 “Financial Officer’s Certificate”

5

1.39 “Fiscal Year”

5

1.40 “Fixed Term”

5

1.41 “Fixtures”

5

1.42 “GAAP”

5

1.43 “Government Agencies”

5

1.44 “Gross Revenues”

5

1.45 “Ground Leases”

6

1.46 “Guarantor”

6

 



 

1.47 “Guaranty”

6

1.48 “Hazardous Substances”

6

1.49 “Immediate Family”

7

1.50 “Impositions”

7

1.51 “Indebtedness”

8

1.52 “Insurance Requirements”

8

1.53 “Interest Rate”

8

1.54 “Land”

8

1.55 “Landlord”

8

1.56 “Landlord Default”

8

1.57 “Landlord Liens”

8

1.58 “Lease Year”

9

1.59 “Leased Improvements”

9

1.60 “Leased Intangible Property”

9

1.61 “Leased Property”

9

1.62 “Legal Requirements”

9

1.63 “Lien”

9

1.64 “Management Agreement”

9

1.65 “Manager”

9

1.66 “Minimum Rent”

9

1.67 “New Property”

10

1.68 “Notice”

10

1.69 “Offer”

10

1.70 “Officer’s Certificate”

10

1.71 “Operating Rights”

10

1.72 “Original Lease”

10

1.73 “Other Leases”

10

1.74 “Overdue Rate”

10

1.75 “Parent”

10

1.76 “Percentage Reduction”

10

1.77 “Permitted Encumbrances”

10

1.78 “Permitted Use”

10

1.79 “Person”

11

1.80 “Prior Rent”

11

1.81 “Property”

11

1.82 “Property Mortgage”

11

1.83 “Property Mortgagee”

11

1.84 “Real Property”

11

1.85 “Rent”

11

1.86 “RMR”

11

1.87 “Rules”

11

1.88 “SARA”

11

1.89 “SEC”

11

1.90 “Shell”

11

1.91 “Shell Agreement”

11

1.92 “Shell SNDA”

11

1.93 “State”

11

 

ii



 

1.94 “Subordinated Creditor”

11

1.95 “Subordination Agreement”

11

1.96 “Subsidiary”

12

1.97 “Successor Landlord”

12

1.98 “Superior Landlord”

12

1.99 “Superior Lease”

12

1.100 “Superior Mortgage”

12

1.101 “Superior Mortgagee”

12

1.102 “TA Franchise Agreement”

12

1.103 “TCA”

12

1.104 “Tenant”

12

1.105 “Tenant’s Personal Property”

12

1.106 “Term”

12

1.107 “Transferred Trademarks”

12

1.108 “Travel Center”

13

1.109 “UCC”

13

1.110 “Unsuitable for Its Permitted Use”

13

1.111 “Work”

13

ARTICLE 2 LEASED PROPERTY AND TERM

13

2.1 Leased Property

13

2.2 Condition of Leased Property

14

2.3 Term

14

2.4 Extended Terms

15

ARTICLE 3 RENT

16

3.1 Rent

16

3.1.1 Minimum Rent

16

3.1.2 Additional Rent

16

3.1.3 Additional Charges

18

3.2 Late Payment of Rent, Etc.

20

3.3 Net Lease, Etc.

20

3.4 No Termination, Abatement, Etc.

20

ARTICLE 4 USE OF THE LEASED PROPERTY

21

4.1 Permitted Use

21

4.1.1 Permitted Use

21

4.1.2 Necessary Approvals

22

4.1.3 Lawful Use, Etc.

23

4.2 Compliance with Legal/Insurance Requirements, Etc.

23

4.3 Environmental Matters

23

4.3.1 Restriction on Use, Etc.

23

4.3.2 Environmental Report

24

4.3.3 Underground Storage Tanks

24

4.3.4 Survival

24

4.4 Ground Leases

24

4.5 Shell Agreement

25

ARTICLE 5 MAINTENANCE AND REPAIRS

25

5.1 Maintenance and Repair

25

5.1.1 Tenant’s General Obligations

25

 

iii



 

5.1.2 Landlord’s Obligations

26

5.1.3 Nonresponsibility of Landlord, Etc.

26

5.2 Tenant’s Personal Property

27

5.3 Yield Up

27

5.4 Management and Franchise Agreements

28

ARTICLE 6 IMPROVEMENTS, ETC.

28

6.1 Improvements to the Leased Property

28

6.2 Salvage

29

ARTICLE 7 LIENS

29

ARTICLE 8 PERMITTED CONTESTS

29

ARTICLE 9 INSURANCE AND INDEMNIFICATION

30

9.1 General Insurance Requirements

30

9.2 Waiver of Subrogation

30

9.3 Form Satisfactory, Etc.

31

9.4 No Separate Insurance; Self-Insurance

31

9.5 Indemnification of Landlord

31

ARTICLE 10 CASUALTY

32

10.1 Insurance Proceeds

32

10.2 Damage or Destruction

32

10.2.1 Damage or Destruction of Leased Property

32

10.2.2 Partial Damage or Destruction

33

10.2.3 Insufficient Insurance Proceeds

33

10.2.4 Disbursement of Proceeds

33

10.3 Damage Near End of Term

34

10.4 Tenant’s Personal Property

34

10.5 Restoration of Tenant’s Personal Property

34

10.6 No Abatement of Rent

34

10.7 Waiver

35

ARTICLE 11 CONDEMNATION

35

11.1 Total Condemnation, Etc.

35

11.2 Partial Condemnation

35

11.3 Abatement of Rent

36

11.4 Temporary Condemnation

36

11.5 Allocation of Award

36

ARTICLE 12 DEFAULTS AND REMEDIES

37

12.1 Events of Default

37

12.2 Remedies

38

12.3 Tenant’s Waiver

40

12.4 Application of Funds

40

12.5 Landlord’s Right to Cure Tenant’s Default

40

ARTICLE 13 HOLDING OVER

40

ARTICLE 14 LANDLORD DEFAULT

41

ARTICLE 15 PURCHASE OF TENANT’S PERSONAL PROPERTY

41

ARTICLE 16 SUBLETTING AND ASSIGNMENT

42

16.1 Subletting and Assignment

42

16.2 Required Sublease Provisions

43

16.3 Permitted Sublease

44

 

iv



 

16.4 Sublease Limitation

44

ARTICLE 17 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

44

17.1 Estoppel Certificates

44

17.2 Financial Statements

45

ARTICLE 18 LANDLORD’S RIGHT TO INSPECT, QUALITY CONTROL, USE OF TRANSFERRED TRADEMARKS AND ENFORCEMENT

46

18.1 Inspection

46

18.2 Quality Control

46

18.3 Transferred Trademarks, Registration and Maintenance

46

18.4 Enforcement

46

ARTICLE 19 EASEMENTS

46

19.1 Grant of Easements

46

19.2 Exercise of Rights by Tenant

47

19.3 Permitted Encumbrances

47

ARTICLE 20 PROPERTY MORTGAGES

47

20.1 Landlord May Grant Liens

47

20.2 Subordination of Lease

47

20.3 Notice to Mortgagee and Superior Landlord

48

ARTICLE 21 ADDITIONAL COVENANTS OF LANDLORD AND TENANT

49

21.1 Prompt Payment of Indebtedness

49

21.2 Conduct of Business

49

21.3 Maintenance of Accounts and Records

49

21.4 Notice of Litigation, Etc.

49

21.5 Indebtedness of Tenant

50

21.6 Distributions, Payments to Affiliated Persons, Etc.

50

21.7 Prohibited Transactions

50

21.8 Liens and Encumbrances

51

21.9 Merger; Sale of Assets; Etc.

51

21.10 Bankruptcy Remote Entities

51

21.11 Trade Area Restriction

51

ARTICLE 22 ARBITRATION

52

ARTICLE 23 MISCELLANEOUS

54

23.1 Limitation on Payment of Rent

54

23.2 No Waiver

54

23.3 Remedies Cumulative

54

23.4 Severability

54

23.5 Acceptance of Surrender

55

23.6 No Merger of Title

55

23.7 Conveyance by Landlord

55

23.8 Quiet Enjoyment

55

23.9 No Recordation

55

23.10 Notices

55

23.11 Construction

56

23.12 Counterparts; Headings

57

23.13 Applicable Law, Etc.

57

23.14 Right to Make Agreement

57

23.15 Attorneys’ Fees

57

 

v



 

23.16 Nonliability of Trustees

58

23.17 Original Lease

58

 

vi



 

AMENDED AND RESTATED LEASE AGREEMENT NO. 1

 

THIS AMENDED AND RESTATED LEASE AGREEMENT NO. 1 is entered into as of [·], 2015, by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA 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 TA Leasing LLC) are parties to that certain Lease Agreement, dated as of January 31, 2007, as amended (as so amended, the “Original Lease”); and