0001193125-03-090906 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P.
Limited Partnership Agreement • December 8th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Delaware

This Second Amended and Restated Agreement of Limited Partnership is entered into this 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.

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WARRANT AGREEMENT Dated as of , 2003
Warrant Agreement • December 8th, 2003 • Highland Hospitality Corp • Real estate investment trusts • Maryland

This Warrant Agreement (the “Agreement”) is made as of December , 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”).

FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase 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”).

SECOND AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • December 8th, 2003 • Highland Hospitality Corp • Real estate investment trusts

This SECOND AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 26, 2003, between RLJ Tampa Hotel, LLC (“Seller”) and HIGHLAND HOSPITALITY, L.P., a Delaware limited partnership (“Purchaser”).

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