AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI Hospitality, L.P.Limited Partnership Agreement • December 13th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Delaware
This amended and restated limited partnership agreement is made and entered into as of this , day of 2004, by and among MHI Hospitality Corporation, as general partner, and the Limited Partners set forth at Exhibit A for the purpose of amending and restating in its entirety the Original Agreement (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2013 • MHI Hospitality CORP • Real estate investment trusts • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of the 31st day of December, 2012, by and between MHI Hospitality Corporation, a Maryland corporation (the “Company” or “Employer”), and Anthony E. Domalski (the “Executive”).
CONTRIBUTION AGREEMENTContribution Agreement • December 15th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Virginia
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 23 day of August, 2004 (the “Effective Date”) by and among the entities identified on Schedule 1 attached hereto (each a “Contributor” and collectively, the “Contributors”), and MHI Hospitality LP, a Delaware limited partnership (“Acquiror”).
FORM OF HOTEL MASTER MANAGEMENT AGREEMENT BY AND BETWEEN MHI HOSPITALITY TRS, LLC A DELAWARE LIMITED LIABILITY COMPANY AND MHI HOTELS SERVICES LLC, A VIRGINIA LIMITED LIABILITY COMPANYHotel Master Management Agreement • November 2nd, 2004 • MHI Hospitality CORP • Real estate investment trusts • Virginia
THIS HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into as of this day of , 2004, by and between MHI Hospitality TRS, LLC, a Delaware limited liability company (hereinafter referred to as “Lessee”), MHI Hotels Services LLC, a Virginia limited liability company (hereinafter referred to as “Manager”), and for the limited purposes of Article VIII herein, the Landlords (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2007 • MHI Hospitality CORP • Real estate investment trusts • Maryland
This EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of the 25th day of May, 2007 between MHI Hospitality Corporation, a Maryland corporation (the “Company” or “Employer”), and Julia Farr Connolly (the “Executive”).
CONTRIBUTION AGREEMENTContribution Agreement • October 20th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Virginia
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 23rd day of August, 2004 (the “Effective Date”) by and among KDCA Partnership, a Maryland general partnership (“KDCA”), MAVAS LLC, a Georgia limited liability company (“MAVAS”), and MHI Hospitality LP, a Delaware limited partnership (the “Acquiror”).
LEASE AGREEMENT DATED AS OF DECEMBER 21, 2004 BETWEEN PHILADELPHIA HOTEL ASSOCIATES LP AS LESSOR AND MHI HOSPITALITY TRS, LLC AS LESSEELease Agreement • November 9th, 2011 • MHI Hospitality CORP • Real estate investment trusts
THIS LEASE AGREEMENT (hereinafter called “Lease”), is made as of the 21st day of December, 2004, by and between Philadelphia Hotel Associates LP, a Pennsylvania limited partnership (hereinafter called “Lessor”), and MHI Hospitality TRS, LLC, a Delaware limited liability company (hereinafter called “Lessee”), and provides as follows:
UNDERWRITING AGREEMENT SOTHERLY HOTELS LP (a Delaware limited partnership) $[●] [●]% Senior Notes Due 2026 Fully and Unconditionally Guaranteed by SOTHERLY HOTELS INC. (a Maryland corporation)Underwriting Agreement • September 20th, 2021 • Sotherly Hotels Inc. • Real estate investment trusts • New York
AGREEMENT TO PURCHASE HOTEL Crowne Plaza Sian Resort Hollywood, Florida May 25, 2007 MCZ/Centrum Florida VI Owner, L.L.C., an Illinois limited liability company SELLER and MHI Hollywood LLC, a Delaware limited liability company PURCHASERAgreement to Purchase Hotel • June 1st, 2007 • MHI Hospitality CORP • Real estate investment trusts • Florida
THIS AGREEMENT TO PURCHASE HOTEL (the “Agreement”) is made and entered into as of May 25, 2007, by and between MCZ/Centrum Florida VI Owner, L.L.C., an Illinois limited liability company (“Seller”), and MHI Hollywood LLC, a Delaware limited liability company (“Purchaser”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 13th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Maryland
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 19th day of August, 2004 (the “Effective Date”) by and among Accord LLC, a Maryland limited liability company (“Accord”), West Laurel Corporation, a Maryland corporation (“West Laurel” with Accord, the “Sellers” and individually a “Seller”), and MHI Hotels Services, L.L.C., a Delaware limited liability company (the “Buyer”).
AGREEMENT TO ASSIGN AND SUBLEASE COMMERCIAL SPACE LEASEAgreement to Assign and Sublease Commercial Space Lease • November 9th, 2011 • MHI Hospitality CORP • Real estate investment trusts • Delaware
This Agreement to Assign and Sublease Commercial Space Lease (“Agreement”) is made and entered into as of the 21st day of December, 2004 by and among MHI Hotels Two, Inc., a North Carolina corporation (“Assignor”), and MHI Hospitality, L.P., a Delaware limited partnership (“Assignee”).
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • November 9th, 2011 • MHI Hospitality CORP • Real estate investment trusts • Maryland
THIS STRATEGIC ALLIANCE AGREEMENT (“Agreement”) is made and entered into as of the 21st day of December 2004 (the “Effective Date”) by and among (i) MHI Hospitality, L.P., a Delaware limited partnership (the “Partnership”), (ii) MHI Hospitality Corporation, a Maryland corporation and the general partner of the Partnership (the “REIT”) (the REIT and the Partnership are sometimes collectively referred to herein as the “Company”), and (iii) MHI Hotels Services LLC (“MHI Hotels Services”).
CONTRIBUTION AGREEMENTContribution Agreement • November 9th, 2011 • MHI Hospitality CORP • Real estate investment trusts • Virginia
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of the 21st day of December, 2004, by and among MHI Hotels Services LLC, a Maryland limited liability company (hereinafter referred to as “Services”), MHI Hotels, L.L.C., a Virginia limited liability company (hereinafter referred to as “Hotels”), and MHI Hotels Two, Inc., a North Carolina corporation (hereinafter referred to as “MHI Two”).
AGREEMENT TO ASSIGN AND SUBLEASE COMMON SPACE LEASEAgreement to Assign and Sublease Common Space Lease • November 9th, 2011 • MHI Hospitality CORP • Real estate investment trusts • Delaware
This Agreement to Assign and Sublease Common Space Lease (“Agreement”) is made and entered into as of the 21st day of December, 2004 by and among MHI Hotels, L.L.C., a Virginia limited liability company (“Assignor”) and MHI Hospitality L.P., a Delaware limited partnership (“Assignee”).
PROGRAM AGREEMENT FOR MHI/CARLYLE HOTEL INVESTMENT PROGRAM I, L.L.C. AND MHI/CARLYLE HOTEL LESSEE PROGRAM I, L.L.C. Dated as of April 26, 2007Program Agreement • May 2nd, 2007 • MHI Hospitality CORP • Real estate investment trusts • Delaware
THIS PROGRAM AGREEMENT is made and entered into as of April 26, 2007 (the “Effective Date”) by and among CRP/MHI HOLDINGS, L.L.C., a Delaware limited liability company (“Carlyle”), MHI HOTEL INVESTMENTS HOLDINGS LLC, a Delaware limited liability company (“MHI”), MHI Hospitality TRS II, LLC, a Delaware limited liability company (“MHI TRS”) MHI/CARLYLE HOTEL INVESTMENT PROGRAM I, L.L.C., a Delaware limited liability company (the “Company”) and MHI/Carlyle Lessee Program I, L.L.C., a Delaware limited liability company (the “Lessee”).
AGREEMENT, WAIVER AND CONSENT BY PREFERRED STOCKHOLDERSAgreement, Waiver and Consent by Preferred Stockholders • June 20th, 2012 • MHI Hospitality CORP • Real estate investment trusts
This Agreement, Waiver and Consent by Preferred Stockholders (the “Agreement, Waiver and Consent”) is entered into as of June 15, 2012 among Essex Illiquid, LLC, a Delaware limited liability company (“Essex Illiquid”), Richmond Hill Capital Partners, LP, a Delaware limited Partnership (“Richmond Hill”, and together with Essex Illiquid, the “Preferred Stockholders”), and MHI Hospitality Corporation, a Maryland corporation (the “Corporation”). Capitalized terms used in this Agreement, Waiver and Consent but not otherwise defined herein have the respective meanings ascribed thereto in the Articles Supplementary for Series A Cumulative Redeemable Preferred Stock, executed by the Corporation on April 18, 2011 (the “Articles Supplementary”).
PURCHASE, SALE AND CONTRIBUTION AGREEMENT BY AND AMONG BIT HOLDINGS SEVENTEEN, INC. SELLER AND MHI HOSPITALITY, L.P. BUYER AND MHI HOTELS, LLC OPERATOR DATED: May 20, 2005Purchase and Sale Agreement • August 11th, 2005 • MHI Hospitality CORP • Real estate investment trusts
THIS PURCHASE, SALE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of May 20 2005, by and among BIT HOLDINGS SEVENTEEN, INC., a Maryland corporation (“Seller”), MHI HOSPITALITY, L.P., a Delaware limited partnership (“Buyer”), and MHI HOTELS, LLC, a Virginia limited liability company and successor by merger to MHI Recovery Management, Inc., a Virginia corporation (“Operator”).
CONTRIBUTION AGREEMENTContribution Agreement • December 13th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Pennsylvania
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 8th day of September, 2004 (the “Effective Date”) by and among Elpizo Limited Partnership, a Pennsylvania limited partnership (the “Partnership”), Phileo Land Corporation, a Delaware corporation (the “Company”) (each a “Seller” and collectively, the “Sellers”), and MHI Hospitality LP, a Delaware limited partnership (the “Buyer”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 20th, 2009 • MHI Hospitality CORP • Real estate investment trusts • North Carolina
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 18th day of May, 2009, by and among MHI HOSPITALITY CORPORATION, MHI HOSPITALITY, L.P., MHI HOSPITALITY TRS HOLDING, INC., MHI HOSPITALITY TRS, LLC, MHI GP LLC, PHILADELPHIA HOTEL ASSOCIATES LP, BROWNESTONE PARTNERS, LLC, LOUISVILLE HOTEL ASSOCIATES, LLC, TAMPA HOTEL ASSOCIATES LLC, LAUREL HOTEL ASSOCIATES LLC and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent, as Issuing Bank and as a Lender, KEYBANK NATIONAL ASSOCIATION and MANUFACTURERS AND TRADERS TRUST COMPANY (collectively referred to herein as the “Lenders”).
PROMISSORY NOTEPromissory Note • April 2nd, 2007 • MHI Hospitality CORP • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, CAPITOL HOTEL ASSOCIATES, L.P., L.L.P., a Virginia limited liability limited partnership, doing business in North Carolina as Capitol Hotel Associates, Limited Partnership, L.L.P., promises to pay to the order of MONY LIFE INSURANCE COMPANY, a New York corporation (“Holder”), at its office at 1290 Avenue of the Americas, New York, New York 10104, or at such other place as the Holder may from time to time designate in writing, the principal sum of Twenty-Three Million and 00/100 Dollars ($23,000,000.00), with interest thereon from the date or dates of disbursement of the aforesaid principal sum at the rate of 6.21% per annum, to be paid in lawful money of the United States of America as follows:
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P.Amended and Restated Agreement of Limited Partnership • April 18th, 2011 • MHI Hospitality CORP • Real estate investment trusts
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P. (as amended, the “Partnership Agreement”) is made as of the 18th day of April, 2011 (the “Amendment”), and is executed by MHI Hospitality Corporation, a Maryland Corporation (the “Company”), as the General Partner and on behalf of the existing Limited Partners of MHI Hospitality, L.P. (the “Partnership”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2007 • MHI Hospitality CORP • Real estate investment trusts • North Carolina
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 1st day of August, 2007, by and among MHI HOSPITALITY CORPORATION, MHI HOSPITALITY, L.P., MHI HOSPITALITY TRS HOLDING, INC., PHILADELPHIA HOTEL ASSOCIATES LP, BROWNESTONE PARTNERS, LLC, MHI GP LLC, LOUISVILLE HOTEL ASSOCIATES, LLC, and MHI HOSPITALITY TRS, LLC, BRANCH BANKING AND TRUST COMPANY, as Administrative Agent and a Bank, KEYBANK NATIONAL ASSOCIATION, MANUFACTURERS AND TRADERS TRUST COMPANY and REGIONS BANK (collectively referred to herein as the “Lenders”).
PROMISSORY NOTEPromissory Note • July 28th, 2005 • MHI Hospitality CORP • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, MHI JACKSONVILLE LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay to the order of MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a Maryland corporation, in its capacity as Trustee of the AFL-CIO Building Investment Trust, and not in its corporate capacity (“Trustee”; Trustee and any assignee or other lawful owner of this Promissory Note being hereinafter called “Holder”), the principal amount of EIGHTEEN MILLION AND 00/100 DOLLARS ($18,000,000.00) (the “Principal Sum”), together with interest on the unpaid balance of the Principal Sum at the rate or rates set forth herein, and on the other terms set forth herein and in the Loan Agreement (as defined below).
ASSUMPTION AND CONSENT AGREEMENT (OLDE HAMPTON HOTEL ASSOCIATES PROJECT)Assumption and Consent Agreement • May 7th, 2008 • MHI Hospitality CORP • Real estate investment trusts • Virginia
THIS ASSUMPTION AND CONSENT AGREEMENT (this “Agreement”) is made as of April 24, 2008, by and among HAMPTON HOTEL ASSOCIATES LLC, a Delaware limited liability company (“Purchaser”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and HAMPTON REDEVELOPMENT AND HOUSING AUTHORITY (the “Issuer”).
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • March 22nd, 2007 • MHI Hospitality CORP • Real estate investment trusts • Maryland
THIS STRATEGIC ALLIANCE AGREEMENT (“Agreement”) is made and entered into as of the 8th day of September, 2006 (the “Effective Date”) by and among (i) MHI Hospitality, L.P., a Delaware limited partnership (the “Partnership”), (ii) MHI Hospitality Corporation, a Maryland corporation and the general partner of the Partnership (the “REIT”) (the REIT and the Partnership are sometimes collectively referred to herein as the “Company”), and (iii) Coakley & Williams Hotel Management Company (“Coakley Williams”), a Maryland corporation.
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • August 8th, 2006 • MHI Hospitality CORP • Real estate investment trusts • Virginia
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (the “Second Amendment”) is made as of the 4th day of August, 2006, by and between JAY GANESH, INC., a Virginia corporation, or permitted assigns (“Buyer”), HIREN PATEL (“Guarantor”), and CAPITOL HOTEL ASSOCIATES, LP, a Virginia limited partnership (“Seller”).
AGREEMENTPurchase Agreement • November 10th, 2005 • MHI Hospitality CORP • Real estate investment trusts • Florida
THIS AGREEMENT is made and entered into as of the day of September, 2005, by and between MCZ/CENTRUM FLORIDA VI OWNER, L.L.C., an Illinois limited liability company (the “Seller”), and MHI Hollywood LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 2 TO WARRANT To Purchase Common Stock of MHI Hospitality CorporationWarrant Amendment • July 13th, 2012 • MHI Hospitality CORP • Real estate investment trusts
THIS AMENDMENT NO. 2 (this “Amendment”) to the Warrant dated as of April 18, 2011 (as further defined below, the “Warrant”), issued by MHI Hospitality Corporation, a Maryland corporation (the “Company”), to Essex Illiquid, LLC and Richmond Hill Capital Partners, LP as the Initial Holders identified on Schedule 1 to the Warrant, as amended by an Amendment to Warrant dated as of December 21, 2011, is made and entered into by the Company, and agreed and acknowledged by such Initial Holders, as of July 10, 2012 (the “Amendment Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 25th, 2009 • MHI Hospitality CORP • Real estate investment trusts • North Carolina
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 18th day of February, 2009, by and among MHI HOSPITALITY CORPORATION, MHI HOSPITALITY, L.P., MHI HOSPITALITY TRS HOLDING, INC., MHI HOSPITALITY TRS, LLC, MHI GP LLC, PHILADELPHIA HOTEL ASSOCIATES LP, BROWNESTONE PARTNERS, LLC, LOUISVILLE HOTEL ASSOCIATES, LLC, TAMPA HOTEL ASSOCIATES LLC and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent, as Issuing Bank and as a Lender, KEYBANK NATIONAL ASSOCIATION and MANUFACTURERS AND TRADERS TRUST COMPANY (collectively referred to herein as the “Lenders”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • August 8th, 2006 • MHI Hospitality CORP • Real estate investment trusts • Virginia
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the “First Amendment”) is made as of the 25th day of July, 2006, by and between JAY GANESH, INC., a Virginia corporation, or permitted assigns (“Buyer”), HIREN PATEL (“Guarantor”), and CAPITOL HOTEL ASSOCIATES, LP, a Virginia limited partnership (“Seller”).
CONTRIBUTION AGREEMENTContribution Agreement • October 20th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Pennsylvania
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 8th day of September, 2004 (the “Effective Date”) by and among Elpizo Limited Partnership, a Pennsylvania limited partnership (the “Partnership”), Phileo Land Corporation, a Delaware corporation (the “Company”) (each a “Seller” and collectively, the “Sellers”), and MHI Hospitality LP, a Delaware limited partnership (the “Buyer”).
MANAGEMENT RESTRUCTURING AGREEMENTManagement Restructuring Agreement • November 15th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Maryland
THIS MANAGEMENT RESTRUCTURING AGREEMENT (the “Agreement”) is made and entered into as of this day of , 2004, by and between MHI Hospitality TRS, LLC, a Delaware limited liability company (hereinafter referred to as “Lessee”), MHI Hotels Services LLC, a Virginia limited liability company (hereinafter referred to as “Existing Manager”), and MHI Hospitality, L.P., a Delaware limited partnership (the “Partnership”).
CONSULTING AGREEMENTConsulting Agreement • January 3rd, 2013 • MHI Hospitality CORP • Real estate investment trusts • Virginia
This Consulting Agreement (the “Agreement”) is dated as of January 1, 2013 and is by and between MHI Hospitality, L.P., a Delaware limited partnership (“MHI” or the “Company”) and WJZ Consulting LLC, a Virginia limited liability company (“WJZ” or “Consultant”) (collectively, the “Parties” and each individually a “Party”).
THIRD AMENDMENTThird Amendment • September 28th, 2006 • MHI Hospitality CORP • Real estate investment trusts • Georgia
This License dated September , 2006 (the “Term Commencement Date”), between Holiday Hospitality Franchising, Inc., a Delaware corporation (“Licensor”), and MHI Hospitality TRS, LLC, a Delaware limited liability company (“Licensee”) whose address is 814 Capitol Landing Road, Williamsburg, VA 21385.
First Amendment to Employment AgreementEmployment Agreement • January 18th, 2008 • MHI Hospitality CORP • Real estate investment trusts • Maryland
This First Amendment (the “Amendment “), is dated as of the 1st day of January 2008, between MHI Hospitality Corporation, a Maryland corporation (the “Company” or “Employer”), and David R. Folsom (the “Executive”) and amends that certain Employment Agreement dated January 9, 2006, between the Company and the Executive (the “Employment Agreement”). The Company and Executive are sometimes collectively referred to herein as the “Parties.”
