0001193125-04-196200 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P.
Highland Hospitality Corp • November 15th, 2004 • 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.

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DEED OF TRUST AND SECURITY AGREEMENT
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 Dated as of August 19, 2004 Between HH FP PORTFOLIO LLC, as Borrower and JPMORGAN CHASE BANK, as Lender
Loan 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 AGREEMENT
Loan 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).

LOAN AGREEMENT Dated as of August 19, 2004 Between HH FP PORTFOLIO HOLDING LLC, as Borrower and JPMORGAN CHASE BANK, as Lender
Loan 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 HOLDING LLC, a Delaware limited liability company, having its principal place of business at 8405 Greensboro Drive, Suite 500, McLean, Virginia 22102 (“Borrower”).

ASSUMPTION AGREEMENT
Assumption Agreement • November 15th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Colorado

THIS ASSUMPTION AGREEMENT (“Assumption”) is made and entered into effective this 17th day of September 2004, by and among COMPASS BANK, whose address is 8100 East Arapahoe Road, Englewood, CO 80112 (“Compass”); 6901 TOWER, LLC, a Colorado limited liability company, whose address is 1125 17th Street, Suite 2500, Denver, CO 80202 (“6901 Tower”); HH DENVER LLC, a Delaware limited liability company whose address is 8405 Greensboro Drive, Suite 500, McLean, VA 22102 (“HH Denver”), L.C. FULENWIDER, INC., a Colorado corporation (“Fulenwider”), and HIGHLAND HOSPITALITY CORPORATION, a Maryland corporation, whose address is 8405 Greensboro Drive, Suite 500, McLean, VA 22102 (“Highland Hospitality”).

LOAN AGREEMENT Dated as of July 9, 2004 Between HH SAVANNAH LLC, HH BALTIMORE HOLDINGS LLC, and PORTSMOUTH HOTEL ASSOCIATES LLC collectively, as Borrower and COLUMN FINANCIAL, INC., as Lender
Loan Agreement • November 15th, 2004 • Highland Hospitality Corp • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of July 9, 2004 (as amended, restated, replaced, supplemented, renewed extended or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”), and HH SAVANNAH LLC, a Delaware limited liability company (the “Savannah Borrower”), PORTSMOUTH HOTEL ASSOCIATES LLC, a Delaware limited liability company (the “Portsmouth Borrower), and HH BALTIMORE HOLDINGS LLC, a Delaware limited liability company (the “Baltimore Borrower”), each having its principal place of business and chief executive office at 8405 Greensboro Drive, Suite 500, McLean, Virginia 22102 (Savannah Borrower, Portsmouth Borrower and Baltimore Borrower collectively are referred to as, the “Borrower”).

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