0001193125-06-164747 Sample Contracts

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 Tracy M.J. Colden, residing at 1501 Van Buren Street, N.W., Washington, DC 20012 (the “Executive”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P.
Limited Partnership Agreement • August 8th, 2006 • Highland Hospitality Corp • Real estate investment trusts

THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P. (this “First Amendment” to the “Partnership Agreement”), dated as of September 30, 2004, is entered into by HHC GP Corporation, as general partner (the “General Partner”) of Highland Hospitality, L.P. (the “Partnership”), for itself and on behalf of the limited partners of the Partnership (the “Limited Partners”).

Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P.
Limited Partnership Agreement • August 8th, 2006 • Highland Hospitality Corp • Real estate investment trusts

This Fourth Amendment (the “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P. (the “Partnership Agreement”) is made as of October 5, 2005 by HHC GP Corporation, a Maryland corporation, as the general partner (the “General Partner”) of Highland Hospitality, L.P., a Delaware limited partnership (the “Partnership”), for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 James L. Francis, residing at 7283 Kent Point Road, Stevensville, Maryland 21666 (the “Executive”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P.
Limited Partnership Agreement • August 8th, 2006 • Highland Hospitality Corp • Real estate investment trusts

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P. (this “First Amendment” to the “Partnership Agreement”), dated as of June 30, 2004, is entered into by HHC GP Corporation, as general partner (the “General Partner”) of Highland Hospitality, L.P. (the “Partnership”), for itself and on behalf of the limited partners of the Partnership (the “Limited Partners”).

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