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 (the "Contributor"); and HIGHLAND
HOSPITALITY, L.P., a Delaware limited partnership (the "Acquirer"), recites and
provides:
RECITALS:
A. Pursuant the terms of that certain Contribution Agreement dated as of
August 6, 2003 (the "Portsmouth Contribution Agreement"), between the
Contributor and the Acquirer, the Contributor agreed to contribute the
Contributed Assets to the Acquirer, and the Acquirer agreed to acquire the
Contributed Assets from the Contributor, on the terms and conditions more
particularly set forth in the Portsmouth Contribution Agreement.
B. The Contributor and the Acquirer desire to amend the Portsmouth
Contribution Agreement as more particularly described below.
AMENDMENT:
For and in consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contributor and the Acquirer hereby agree as
follows:
1. Definitions. Unless specifically defined herein, all defined terms used
in this Amendment shall have the same meanings set forth in the Portsmouth
Contribution Agreement. The Recitals are hereby incorporated herein by this
reference.
2. Amendment. The definition of the "IPO" contained in Section 1.2 of the
Portsmouth Contribution Agreement is hereby amended by deleting the phrase "Two
Hundred Fifty Million Dollars ($250,000,000)" and inserting the following in
lieu thereof: "Two Hundred Million Dollars ($200,000,000)." Except as expressly
amended hereby, the Portsmouth Contribution Agreement is hereby ratified and
confirmed and remains in full force and effect. In the event of any
inconsistency between the terms of the Portsmouth Contribution Agreement and
this Amendment, the terms of this Amendment shall in all cases govern.
3. Miscellaneous. This Amendment shall inure to the benefit of, and be
binding upon, the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. This Amendment, together with
the Portsmouth Contribution Agreement, constitutes the entire agreement between
the parties hereto with respect to the subject matter thereof and their rights
and obligations relating thereto and the amendments effected hereby and
supersedes all prior discussions, understandings, agreements and negotiations
between the parties hereto. This Amendment may be modified only by a written
instrument duly executed by the parties hereto. This Amendment may be executed
in any number of counterparts, each of which shall be an original, but all of
which together shall constitute one instrument.
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IN WITNESS WHEREOF, the Contributor and the Acquirer have caused this
Amendment to be executed on their behalf by their duly authorized
representatives as of the date first above written.
CONTRIBUTOR:
PORTSMOUTH HOTEL DEVELOPERS, LLC, a
Georgia limited liability company
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Management Committee Member
ACQUIRER:
HIGHLAND HOSPITALITY, L.P. a Delaware
limited partnership
By: Highland Hospitality Corporation, its
General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
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