EXHIBIT 10.7 MANAGEMENT AGREEMENTManagement Agreement • October 27th, 2003 • Highland Hospitality Corp • Real estate investment trusts
TOPurchase and Sale Agreement • October 27th, 2003 • Highland Hospitality Corp • Real estate investment trusts
OFAssignment and Assumption Agreement • October 27th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Virginia
Exhibit 10.14 FIRST AMENDMENT TO CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment"), dated as of the 3rd day of September, 2003, by and between PORTSMOUTH HOTEL DEVELOPERS, LLC, a Georgia limited liability company...Contribution Agreement • September 10th, 2003 • Highland Hospitality Corp
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 24th day of October, 2003, by Highland Hospitality, L.P., a Delaware limited partnership (the "Company"), and Highland Hospitality Corporation, a Maryland...Employment Agreement • October 27th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Maryland
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 24th day of October, 2003, by Highland Hospitality, L.P., a Delaware limited partnership (the "Company"), and Highland Hospitality Corporation, a Maryland...Employment Agreement • October 27th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Maryland
THIRD AMENDMENTPurchase and Sale Agreement • October 27th, 2003 • Highland Hospitality Corp • Real estate investment trusts
BETWEEN AS LESSOR AND AS LESSEELease Agreement • October 27th, 2003 • Highland Hospitality Corp • Real estate investment trusts
Accountants Section 13.7 Additional Deposit Section 2.3 Agreement Introduction Apportionment Date Section 13.1 Bill of Sale Section 9.2 Closing Section 5.1 Closing Date Section 5.1 Contracts Section 1.3 Contract Date Introduction Current Ledger...Purchase Agreement • November 18th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Maryland
Exhibit 1.1 HIGHLAND HOSPITALITY CORPORATION Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Virginia
Exhibit 10.6 STRATEGIC ALLIANCE AGREEMENT THIS AGREEMENT ("Agreement") is entered as of the 4th day of September, 2003 (the "Effective Date") by and among (i) Highland Hospitality, L.P., a Delaware limited partnership (the "Partnership"), (ii)...Strategic Alliance Agreement • September 10th, 2003 • Highland Hospitality Corp • Maryland
RECITALSRegistration Rights Agreement • December 15th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Virginia
HIGHLAND HOSPITALITY CORPORATION Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2006 • Highland Hospitality Corp • Real estate investment trusts • New York
HIGHLAND HOSPITALITY CORPORATION DOCS® Financing Program 3,000,000 Shares of Common Stock, $0.01 par value SALES AGREEMENT March 17, 2005Sales Agreement • March 23rd, 2005 • Highland Hospitality Corp • Real estate investment trusts • New York
THIS SALES AGREEMENT (the “Agreement”) dated as of March 17, 2005 between Brinson Patrick Securities Corporation, having its principal office at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the “Sales Manager”) and Highland Hospitality Corporation, a corporation organized and existing under the laws of the State of Maryland (the “Company”).
Exhibit 10.16 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered as of the 4th day of September, 2003 by and between Highland Hospitality Corporation, a Maryland corporation (the "REIT") and Bruce D. Wardinski (the...Stock Purchase Agreement • September 10th, 2003 • Highland Hospitality Corp
ANDContribution Agreement • September 10th, 2003 • Highland Hospitality Corp • Virginia
LEASE AGREEMENT DATED AS OF BETWEENLease Agreement • March 7th, 2006 • Highland Hospitality Corp • Real estate investment trusts
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2007 • Highland Hospitality Corp • Real estate investment trusts
This Third Amendment to Employment Agreement is made this 24th day of April 2007, by Highland Hospitality Corporation, a Maryland Corporation (the “REIT”), with its principal place of business at 8405 Greensboro Drive, Suite 500, McLean, VA 22102 and Patrick W. Campbell, residing at 2827 Berryland Drive, Oakton, Virginia 22124 (the “Executive”).
BY AND AMONGContribution Agreement • September 10th, 2003 • Highland Hospitality Corp • Virginia
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 18th, 2003 • Highland Hospitality Corp • Real estate investment trusts
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered as of the 6th day of November, 2003 by and between Highland Hospitality Corporation, a Maryland corporation (the “REIT”) and Brahman Institutional Partners, L.P., a Delaware limited partnership (“Investor”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2006 • Highland Hospitality Corp • Real estate investment trusts
This Second Amendment to Employment Agreement is made this 23rd day of May 2006, by Highland Hospitality Corporation, a Maryland Corporation (the “REIT”), with its principal place of business at 8405 Greensboro Drive, Suite 500, McLean, VA 22102 and Douglas W. Vicari, residing at 464 Oradell Avenue, Oradell, New Jersey 07649 (the “Executive”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P.Limited Partnership Agreement • March 29th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Delaware
This Second Amended and Restated Agreement of Limited Partnership is entered into this 19th day of December, 2003 among the General Partner and the Limited Partners set forth on Exhibit A hereto, for the purpose of amending and restating the Original Agreement.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN SLT REALTY LIMITED PARTNERSHIP, a Delaware limited partnership AS SELLER AND HH PRINCETON LLC, a Delaware limited liability company AS PURCHASER DATED AS OF OCTOBER 31, 2005 FOR THE WESTIN PRINCETON AT...Purchase and Sale Agreement • November 2nd, 2005 • Highland Hospitality Corp • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of October, 2005 (the “Effective Date”), by and between SLT REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), and HH PRINCETON LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
WARRANT AGREEMENT Dated as of December 19, 2003Warrant Agreement • March 29th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Maryland
This Warrant Agreement (the “Agreement”) is made as of December 19, 2003 between HIGHLAND HOSPITALITY CORPORATION, a Maryland corporation (the “Company”),as the issuer of the Warrants (as defined below) and FRIEDMAN, BILLINGS, RAMSEY & CO., INC. (“FBR”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P.Limited Partnership Agreement • November 15th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Delaware
This Second Amended and Restated Agreement of Limited Partnership is entered into this 19th day of December, 2003, among the General Partner and the Limited Partners set forth on Exhibit A hereto, for the purpose of amending and restating the Original Agreement.
AGREEMENT AND PLAN OF MERGER Among HIGHLAND HOSPITALITY CORPORATION, HIGHLAND HOSPITALITY, L.P., BLACKJACK HOLDINGS, LLC, BLACKJACK MERGER CORPORATION and BLACKJACK MERGER PARTNERSHIP, LP Dated as of April 24, 2007Merger Agreement • April 27th, 2007 • Highland Hospitality Corp • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2007 (this “Agreement”), is made and entered into by and among Highland Hospitality Corporation, a Maryland corporation (the “Company”), Highland Hospitality, L.P., a Delaware limited partnership (the “Operating Partnership”), Blackjack Holdings, LLC, a Delaware limited liability company (“Parent”), Blackjack Merger Corporation, a Maryland corporation and wholly owned subsidiary of Parent (“MergerCo”), and Blackjack Merger Partnership, LP, a Delaware limited partnership and a wholly owned subsidiary of MergerCo (“Merger Partnership”, and together with Parent and MergerCo, the “Buyer Parties”).
ANDContribution Agreement • September 10th, 2003 • Highland Hospitality Corp • Virginia
LOAN AGREEMENT Dated as of August 19, 2004 Between HH FP PORTFOLIO LLC, as Borrower and JPMORGAN CHASE BANK, as LenderLoan Agreement • November 15th, 2004 • Highland Hospitality Corp • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of August 19, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, a New York banking corporation, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”) HH FP PORTFOLIO LLC, a Delaware limited liability company, having its principal place of business at 8405 Greensboro Drive, Suite 500, McLean, Virginia 22102 (“Borrower”).
LOAN AGREEMENTLoan Agreement • November 15th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Colorado
THIS LOAN AGREEMENT (“Agreement”) dated as of the 31st day of October, 2001, between 6901 Tower, LLC, a Colorado limited liability company (“Borrower”), whose address is 1125 17th Street, Suite 2500, Denver, CO 80202, and Compass Bank, whose address is 999 18th Street, Suite 111, Denver, CO 80202 (“Lender”), is made and executed under the following terms and conditions. Borrower has applied to Lender for a loan in the total principal amount of Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 18th, 2003 • Highland Hospitality Corp • Real estate investment trusts
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered as of the 6th day of November, 2003 by and between Highland Hospitality Corporation, a Maryland corporation (the “REIT”) and Brahman Partners II, Offshore, LTD., A Cayman Islands Exempted Limited Liability Company (“Investor”).
MANAGEMENT AGREEMENT between WATERFRONT HOTEL COMPANY. a Georgia limited partnership and HYATT CORPORATION A Delaware corporationManagement Agreement • November 18th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Georgia
THIS AGREEMENT is executed in several counterparts this 8th day of May, 1979, by and between WATERFRONT HOTEL COMPANY, a Georgia limited partnership (hereinafter called “Owner”), and HYATT CORPORATION, a Delaware corporation (hereinafter called “Hyatt”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • December 8th, 2003 • Highland Hospitality Corp • Real estate investment trusts
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 24, 2003, between RLJ Tampa Hotel, LLC (“Seller”) and HIGHLAND HOSPITALITY, L.P., a Delaware limited partnership (“Purchaser”).
HIGHLAND HOSPITALITY CORPORATION AMENDED AND RESTATED 2003 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 23rd, 2006 • Highland Hospitality Corp • Real estate investment trusts • Maryland
This Restricted Stock Agreement (the “Agreement”) is between (the “Executive”) and Highland Hospitality Corporation (the “Company”). This Agreement governs an award made to Executive pursuant to the Company’s Amended and Restated 2003 Omnibus Stock Incentive Plan (the “Plan”). The Company and Executive agree as follows:
DEED OF TRUST AND SECURITY AGREEMENTDeed of Trust and Security Agreement • November 15th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Texas
THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Deed of Trust”) is made as of the 9th day of September, 2004 by HH DFW HOTEL ASSOCIATES, L.P., a Delaware limited partnership and having its principal place of business at c/o Highland Hospitality Corporation, 8405 Greensboro Drive, Suite 500, McLean, Virginia 22102 (“Borrower”) and HHC TRS OP LLC, a Delaware limited liability company, having its principal place of business at c/o Hospitality Corporation, 8405 Greensboro Drive, Suite 500, McLean, Virginia 22102 (“Operating Tenant” and, together with Borrower, collectively referred to herein as “Grantor”), to JANIS H. LOEGERING, TRUSTEE, subject to substitution as provided in Section 49 (herein referred to as “Trustee”), in favor of CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation, having its principal place of business at c/o CIGNA Realty Investors, 280 Trumbull Street, Hartford, Connecticut 06103, Attention: Debt Asset Management, H-11G (hereinafter referred to as “
LOAN AGREEMENT by and among HH LC PORTFOLIO LLC, HH TEXAS HOTEL ASSOCIATES, L.P., THE LENDERS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders and PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent...Loan Agreement • March 15th, 2005 • Highland Hospitality Corp • Real estate investment trusts • District of Columbia
THIS LOAN AGREEMENT (“Agreement”) is executed as of December 22, 2004, by and among HH TEXAS HOTEL ASSOCIATES, L.P., a limited partnership formed under the laws of the State of Delaware (“Texas Borrower”) and HH LC PORTFOLIO LLC, a limited liability company formed under the laws of the State of Delaware (“Other Borrower”) (Texas Borrower and Other Borrower being herein referred to, individually and collectively, as “Borrower”), each of the financial institutions initially a signatory hereto (or that becomes a party hereto pursuant to a Loan Increase Supplement as herein defined) together with their respective assignees under Section 11.13 (“Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as contractual representative of the Lenders to the extent and in the manner provided in Article 10 (in such capacity, “Administrative Agent”).
