AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUMPHREY HOSPITALITY LIMITED PARTNERSHIP

Third Amended and Restated Agreement of Limited Partnership of Supertel Limited Partnership

Exhibit 10.1

AMENDMENT NO. 1

TO

THIRD AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP

OF

HUMPHREY HOSPITALITY LIMITED PARTNERSHIP

The undersigned hereby certifies that the Third Amended and Restated Agreement of Limited Partnership of Humphrey Hospitality Limited Partnership, dated as of June 30, 2000 (the “Partnership Agreement”), is hereby further amended, effective May 26, 2005, by written consent of the General Partner, so that the first sentence of Section 2.02 of the Partnership Agreement is revised in its entirety to read as follows:

“The name of the Partnership shall be Supertel Limited Partnership.”

IN WITNESS WHEREOF, the undersigned has set his hand effective this 26 ^th day of May, 2005.

THIRD AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP

OF

HUMPHREY HOSPITALITY LIMITED PARTNERSHIP

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUMPHREY HOSPITALITY LIMITED PARTNERSHIP (the “Agreement”) is made and entered into as of June 30, 2000, by and among Humphrey Hospitality REIT Trust, a Maryland real estate investment trust, as General Partner (the “General Partner”), and James I. Humphrey, Jr., Humphrey Associates, Inc., a Maryland corporation, Humphrey Development, Inc., a Maryland corporation, Bethany H. Hooper, Randy P. Smith and Timothy P. Barila, as Majority Limited Partners (the “Limited Partners”).

RECITALS

WHEREAS, Humphrey Hospitality Limited Partnership (the “Partnership”) was formed as a limited partnership under the laws of the Commonwealth of Virginia upon the filing of its Certificate of Limited Partnership with the Virginia State Corporation Commission on August 29, 1994, and is governed by a Second Amended and Restated Agreement of Limited Partnership, dated September 2, 1997, as amended by a First Amendment dated June 1, 1998, a Second Amendment dated August 18, 1998, a Third Amendment dated December 31, 1998, a Fourth Amendment dated October 20, 1999, and a Fifth Amendment dated October 26, 1999 to make certain clarifying changes and to reflect certain changes in ownership (collectively, the “Partnership Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and in the Partnership Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

“Act” means the Virginia Revised Uniform Limited Partnership Act, as it may be amended from time to time.

“Additional Limited Partner” means a Person admitted to this Partnership as a Limited Partner pursuant to Section 4.02 hereof.

“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner and HHTI, including any salaries or other payments to directors, officers and/or employees of the General Partner and HHTI and any accounting and legal expenses of the General Partner and HHTI, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner and HHTI, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include (A) any administrative costs and expenses incurred by the General Partner and HHTI that are attributable to Properties, or ownership interests in entities that own Properties, that are owned by the General Partner or HHTI directly, including but not limited to HHTI’s ownership interests in Solomons Beacon Inn Limited Partnership and E&P Financing Limited Partnership or (B) interest expenses attributable to any loans incurred by HHTI, the proceeds of which are distributed to its shareholders or other equity holders pursuant to Section 4.03 hereof.

“Affiliate” means, (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other Person that owns, beneficially, directly or indirectly, 5% or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, partner or trustee of such Person or any Person controlling, controlled by or under common control with such Person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such Person). For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, partnership interests or other equity interests.

“Agreed Value” means the fair market value of a Partner’s non-cash Capital Contribution as of the date hereof as agreed to by the Partners. For purposes of this Partnership Agreement, the Agreed Value of a Partner’s non-cash Capital Contribution shall be equal to the number of Partnership Units received by such Partner in exchange for a Property or an interest therein or in connection with the merger of a partnership of which such person is a partner with and into the Partnership, or for any other non-cash asset so contributed, multiplied by the Public Offering Price or, if the contribution is made after the date hereof, the “Market Price” calculated in accordance with the second and third sentences of the definition of “Cash Amount”, or any agreed upon value as set forth in Exhibit A. The names and addresses of the Partners, number of Partnership Units issued to each Partner, and the Agreed Value of non-cash Capital Contributions is set forth on Exhibit A.

“Agreement” means this Third Amended and Restated Agreement of Limited Partnership.

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“Articles of Incorporation” means the Amended and Restated Articles of Incorporation of HHTI filed with the Secretary of Virginia State Corporation Commission, as amended or restated from time to time.

“Capital Account” has the meaning provided in Section 4.04 hereof.

“Capital Contribution” means the total amount of capital initially contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of the Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner. The paid-in Capital Contribution shall mean the cash amount or the Agreed Value of other assets actually contributed by each Partner to the capital of the Partnership.

“Capital Transaction” means the refinancing, sale, exchange, condemnation, recovery of a damage award or insurance proceeds (other than business or rental interruption insurance proceeds not reinvested in the repair or reconstruction of Properties), or other disposition of any of Property (or the Partnership’s interest therein).

“Cash Amount” means an amount of cash per Partnership Unit equal to the value of the REIT Shares Amount on the date of receipt by HHTI of a Notice of Redemption. Except as set forth in any agreement between the Partnership and a Partner dealing with the redemption of Partnership Units, the value of the REIT Shares Amount shall be based on the average of the daily market price of REIT Shares for the ten consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are listed or admitted to trading on any securities exchange or the NASDAQ-National Market System, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, (ii) if the REIT Shares are not listed or admitted to trading on any securities exchange or the NASDAQ-National Market System, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by HHTI and by a majority in interest of the Limited Partners; or (iii) if the REIT Shares are not listed or admitted to trading on any securities exchange or the NASDAQ-National Market System and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by HHTI and by a majority in interest of the Limited Partners, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 10 days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten days prior to the date in question, the value of the REIT Shares shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners (excluding the General Partner). In the event that the parties are unable to agree upon an appraiser, the General Partner and a majority in interest of the Limited Partners (excluding the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the REIT Shares within 20 days of the first attempt at evaluating the REIT Shares, and the fair market value of the REIT Shares

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shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the lower appraisal, the two appraisers shall select a third appraiser who shall complete an appraisal of the fair market value of the REIT Shares no later than 30 days after the first attempt at evaluating the REIT Shares. In such case, the fair market value of the REIT Shares shall be the average of the two appraisals closest in value.

“Certificate” means any instrument or document that is required under the laws of the Commonwealth of Virginia, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.02 hereof) and filed for recording in the appropriate public offices within the Commonwealth of Virginia or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the Commonwealth of Virginia or such other jurisdiction.

“Code” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any succeeding provision of the Code.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Units” shall mean all Partnership Units other than Preferred Units.

“Conversion Factor” means one (1), provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

“Event of Bankruptcy” as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any

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jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“Financial Statement” means an annual balance sheet, a statement of partners’ capital as of the end of such year, as well as statements of cash flow and income, all in accordance with generally accepted accounting principles and accompanied by an independent auditor’s report.

“Funding Loan” means any loan advanced to the Partnership by the General Partner or HHTI for any proper Partnership purpose.

“General Partner” means Humphrey Hospitality REIT Trust, a Maryland real estate investment trust, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.

“General Partnership Interest” means a Partnership Interest held by the General Partner that is a general partnership interest.

“HHTI” means Humphrey Hospitality Trust, Inc., a Virginia corporation.

“Indemnifying Party” means the party that would otherwise be required to provide indemnification or the indemnifying party for the purposes of Section 8.06(e) hereof.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of his status as the General Partner or a director or officer of the Partnership or the General Partner, and (ii) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

“Initial Hotels” means the following hotels: (1) Comfort Inn - Dahlgren, Virginia, (2) Comfort Inn - Dublin, Virginia, (3) Comfort Inn - Elizabethton, Tennessee, (4) Comfort Inn - Farmville, Virginia, (5) Comfort Inn - Morgantown, West Virginia, (6) Comfort Inn - Princeton, West Virginia, (7) Comfort Inn - Beacon Marina, Solomons, Maryland and (8) Rodeway Inn - Wytheville, Virginia.

“Initial Offering” means the initial offer and sale by HHTI and the purchase by the Underwriters (as defined in the Prospectus) of the common shares of HHTI for sale to the public.

“Limited Partner” means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute or Additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“Limited Partnership Interest” means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

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“Loss” has the meaning provided in Section 5.01(f) hereof.

“New Securities” means any REIT Shares in addition to those offered in the Initial Offering and issued in connection with a redemption pursuant to Section 8.05 hereof or any rights, options warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares.

“Notice of Redemption” means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit B hereto.

“Offer” means a purchase, tender or exchange offer.

“Offering” means the initial offer and sale by HHTI and the purchase by the Underwriters (as defined in the Prospectus) of the common shares of HHTI for sale to the public.

“Original Limited Partners” means James I. Humphrey, Jr. and Humphrey Associates, Inc.

“Partner” means any General Partner or Limited Partner.

“Partner Non-recourse Debt Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Non-recourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704- 2(i)(5).

“Partnership Interest” means an ownership interest in the Partnership representing a Capital Contribution by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

“Partnership Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership non-recourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).

“Partnership Record Date” means the record date established by the General Partner for the distribution of Distributable Cash pursuant to Section 5.02 hereof, which record date shall be the same as the record date established by HHTI for a distribution to its shareholders of some or all of its portion of such distribution.

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“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. As of the date of this Agreement, there shall be considered to be the amount of Partnership Units outstanding, as set forth on Exhibit A. Partnership Units shall consist of both Common Units and Preferred Units.

“Percentage Interest” means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a Partner by the total number of Partnership Units then outstanding. The Percentage Interest of each Partner is as set forth opposite its respective name on Exhibit A.

“Person” means any individual, partnership, corporation, limited liability company, joint venture, trust or other entity.

“Preferred Units” shall mean each special class of Preferred Units, the specific terms of which shall be attached hereto as exhibits found under Exhibit C.

“Profit” has the meaning provided in Section 5.01(f) hereof.

“Property” means any hotel property or other investment in which the Partnership holds an ownership interest.

“Prospectus” means the final prospectus delivered to purchasers of HHTI’s common stock in the Offering.

“Public Offering Price” shall mean the initial public offering price set forth in the Prospectus.

“Redeeming Partner” has the meaning provided in Section 8.05(a) hereof.

“Redemption Amount” means either the Cash Amount or the REIT Shares Amount, as selected by HHTI in its sole discretion pursuant to Section 8.05(c) hereof.

“Redemption Right” has the meaning provided in Section 8.05(a) hereof.

“Redemption Shares” are the REIT Shares that may be issued in redemption of Partnership Units under Section 8.05(a) hereof.

“Regulations” means the Federal Income Tax Regulations issued under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any succeeding provision of the Regulations.

“REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

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“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence of HHTI and any Subsidiaries thereof (which Subsidiaries shall, for purposes of this definition, be included within all references to HHTI in this definition), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of HHTI, (ii) costs and expenses relating to the public offering and registration of securities by HHTI and all statements, reports, fees and expenses incidental thereto, including underwriting discounts and selling commissions applicable to any such offering of securities, (iii) costs and expenses associated with the preparation and filing of any periodic reports by HHTI under federal, state or local laws or regulations, including filings with the Commission, (iv) costs and expenses associated with compliance by HHTI with laws, rules and regulations promulgated by any regulatory body, including the Commission, and (v) all other operating or administrative costs of HHTI incurred in the ordinary course of its business on behalf of the Partnership.

“REIT Share” means a common share of HHTI.

“REIT Shares Amount” shall mean a number of REIT Shares equal to the product of the number of Partnership Common Units offered for redemption by a Redeeming Partner, multiplied by the Conversion Factor; provided that in the event HHTI issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”) , then the REIT Shares Amount shall also include such rights that a holder of that number of REIT Shares would be entitled to receive.

“Securities Act” means the Securities Act of 1933 as amended.

“Service” means the Internal Revenue Service.

“Shelf Registration” means a shelf registration statement under Rule 415 of the Securities Act, or any similar rule that may be adopted by the Commission pursuant to Section 8.06 hereof.

“Specified Redemption Date” means the first business day of the month that is at least 10 business days after the receipt by HHTI of the Notice of Redemption.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Subsidiary Partnership” means Solomons Beacon Inn Limited Partnership, a Maryland limited Partnership.

“Substitute Limited Partner” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.03 hereof.

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“Surviving General Partner” means the successor or surviving entity of a merger or consolidation of the General Partner with another entity.

“Transaction” means, with respect to HHTI any merger, consolidation, or other combination with or into another Person or sale of all or substantially all of its assets or any reclassification or any recapitalization or change of outstanding REIT Shares (other than a change in par value or from par value to no par value, or as a result of a subdivision or combination of REIT Shares).

“Transfer” means collectively any offer, sale, assignment, hypothecation, pledge or transfer, of a Limited Partnership Interest by a Limited Partner, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise.

ARTICLE II

PARTNERSHIP CONTINUATION AND IDENTIFICATION

2.01 Continuation. The Partners hereby agree to continue the Partnership pursuant to the Act and upon the terms and conditions set forth in this Agreement.

2.02 Name, Office and Registered Agent. The name of the Partnership shall be Humphrey Hospitality Limited Partnership. The specified office and place of business of the Partnership shall be 12301 Old Columbia Pike, Silver Spring, Maryland 20904 until September 12, 2000 and thereafter shall be 7170 Riverwood Drive, Columbia, Maryland 21045. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is Thurston R. Moore, Riverfront Plaza - East Tower, 951 E. Byrd St., Richmond, Virginia 23219. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.03 Partners.

(a) The General Partner of the Partnership is Humphrey Hospitality REIT Trust, a Maryland real estate investment trust. Its principal place of business shall be the same as that of the Partnership.

(b) The Limited Partners shall be those Persons identified as Limited Partners in Exhibit A hereto, as amended from time to time. The Limited Partners (other than the Original Limited Partners) hereby are admitted as Limited Partners.

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2.04 Term and Dissolution.

(a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved upon the happening of any of the following events:

(i) The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii) The passage of 90 days after the sale or other disposition of all or substantially all the assets of the Partnership; (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);

(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner); or

(iv) The election by the General Partner that the Partnership should be dissolved.

(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

2.05 Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, the Certificate and any and all amendments thereto and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

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ARTICLE III

BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit HHTI at all times to qualify as a REIT, unless HHTI otherwise ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. HHTI and the General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for the purposes of Section 7704(a) of the Code.

ARTICLE IV

CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.01 Capital Contributions. The General Partner shall contribute to the capital of the Partnership cash in an amount set forth opposite its name on Exhibit A, which shall represent the gross proceeds of the Offering. The Limited Partners shall contribute to the capital of the Partnership cash and interests in one or more of the Initial Hotels as set forth opposite their names on Exhibit A. The Agreed Values of the Limited Partners’ ownership interests in the Initial Hotels that are contributed to the Partnership are as set forth opposite their names on Exhibit A.

4.02 Additional Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.02 or in Section 4.03, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.02.

(a) Issuances of Additional Partnership Interests.

(i) General. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. Upon such issuance of Partnership Units hereunder, the General Partner is hereby authorized to amend Exhibit A (and, if applicable, Exhibit C) attached hereto to reflect such issuance. Any additional Partnership Interests issued thereby may be issued in one or more

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classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Virginia law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner unless either:

(1)(A) the additional Partnership Interests are issued in connection with an issuance of shares of or other interests in HHTI, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.02 and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of HHTI or other interests in HHTI, or

(2) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii) Upon Issuance of New Securities. After the initial public offering for HHTI (the “Initial Offering”), HHTI shall not issue any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively, “New Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the New Securities, and (B) HHTI contributes to the General Partner and the General Partner contributes to the Partnership the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership; provided, however, that HHTI is allowed to issue New Securities in connection with an acquisition of property to be held directly by HHTI, but if and only if such direct acquisition and issuance of New Securities have been approved and

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determined to be in the best interests of HHTI, the General Partner and the Partnership by a majority of the directors of HHTI, which majority includes a majority of the Independent Directors (as defined in the Articles of Incorporation). Without limiting the foregoing, HHTI is expressly authorized to issue New Securities for less than fair market value and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) HHTI concludes in good faith that such issuance is in the best interests of HHTI, the General Partner and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise), and (y) HHTI contributes to the General Partner and the General Partner contributes to the Partnership all proceeds from such issuance. By way of example, in the event HHTI issues REIT Shares for a cash purchase price and contributes all of the proceeds of such issuance to the General Partner for contribution to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units equal to the product of (A) the number of such REIT Shares issued by HHTI, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is one hundred percent (100%), and the denominator of which is the Conversion Factor in effect on the date of such contribution.

(b) Certain Deemed Contributions of Proceeds of Issuance of Shares. In connection with any and all issuance of REIT Shares, HHTI shall contribute to the General Partner and the General Partner shall make a Capital Contribution to the Partnership of the proceeds raised in connection with such issuance as required above, provided that if the proceeds actually received by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in connection with the required issuance of additional Partnership Units to General Partner for such Capital Contribution pursuant to Section 4.02(a) hereof.

4.03 General Partner Loans. The General Partner or HHTI may from time to time advance funds to the Partnership for any proper Partnership purpose as a loan (“Funding Loan”), provided that any such funds must first be obtained by the General Partner or HHTI from a third party lender, and then all of such funds must be loaned by the General Partner or HHTI to the Partnership on the same terms and conditions, including principal amount, interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with such loan with such third party lender. Except for Funding Loans, neither the General Partner nor HHTI shall incur any indebtedness for borrowed funds; provided, however, that upon the affirmative vote of a majority of the directors of HHTI, which majority must include a majority of the Independent Directors, any loan proceeds received by the General Partner or HHTI may be distributed to their respective shareholders or other equity holders if such loan and distribution have been determined by the aforesaid majorities to be necessary to enable HHTI to maintain its status as a REIT under Sections 856- 860 of the Code.

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4.04 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, or (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), the General Partner shall revalue the property of the Partnership to its fair market value (taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704- 1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously would be allocated among the Partners pursuant to Section 5.01 if there were a taxable disposition of such property for its fair market value (taking into account Section 7701(g) of the Code) on the date of the revaluation.

4.05 Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of outstanding Partnership Units. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.05, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

4.06 No Interest on Contributions. No Partner shall be entitled to interest on its Capital Contribution.

4.07 Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Company, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

4.08 No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors

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and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

4.09 Loans from Limited Partners. If a Limited Partner guarantying any debt that is secured by Property is required by the related lender to pay all or part of such debt, the amount paid toward such debt by such Limited Partner shall be deemed a loan to the Partnership secured by the assets of the Partnership only and not those of the General Partner and shall be repaid in full, without interest, by the Partnership prior to it making any distributions of cash pursuant to Sections 5.02 or 5.06.

ARTICLE V

PROFITS AND LOSSES; DISTRIBUTIONS

5.01 Allocation of Profit and Loss.

(a) General. Except as otherwise provided in this Section 5.01, Profit and Loss of the Partnership for each fiscal year of the Partnership shall be allocated among the Partners in accordance with their respective Percentage Interests.

(b) Minimum Gain Chargeback. Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a “non-recourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’ respective Percentage Interests, (ii) any expense of the Partnership that is a “partner non-recourse deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner Non-recourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner’s “interest in partnership profits” for purposes of determining its share of the non-recourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest.

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(c) Qualified Income Offset. If a Limited Partner receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a negative balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Non-recourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such negative Capital Account balance as quickly as possible as provided in Regulations Section 1.704- 1(b)(2)(ii)(d). After the occurrence of an allocation of income or gain to a Limited Partner in accordance with this Section 5.01(c), to the extent permitted by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset the income or gain previously allocated to such Partner under this Section 5.01(c).

(d) Capital Account Deficits. Loss shall not be allocated to a Limited Partner to the extent that such allocation would cause a deficit in such Partner’s Capital Account (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain and Partner Non-recourse Debt Minimum Gain. Any Loss in excess of that limitation shall be allocated to the General Partner. After the occurrence of an allocation of Loss to the General Partner in accordance with this Section 5.01(d), to the extent permitted by Regulations Section 1.704-1(b), Profit shall be allocated to such Partner in an amount necessary to offset the Loss previously allocated to such Partner under this Section 5.01(d).

(e) Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, and the transferee is admitted as a substitute Partner as provided herein, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the substitute Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the substitute Partner.

(f) Definition of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Section 5.01(b), 5.01(c), 5.01(d), 5.01(g) or 5.01(h). All allocations of income, Profit, gain, Loss, and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.01, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4).

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(g) Preferred Unit Distribution Allocation. Prior to any allocation set forth in Section 5.01(a) above, holders of Preferred Units shall be allocated gross income in an amount equal to the cash distributed to the holder of the Preferred Units during the year in which such cash distribution is declared and the Partnership Record Date occurs, even though cash may actually be distributed in a subsequent year.

(h) Capital Transaction Allocation. All income or gains from Capital Transactions, including Capital Transactions in connection with the liquidation of the Partnership, shall be allocated in the following order and priority:

(i) First, to the holders of Preferred Units until each such holder’s Capital Account balance (before taking into account the distribution of the net proceeds from the Capital Transaction, but after taking into account the allocations pursuant to Sections 5.01(a) through 5.01(g)) equals the priority liquidating distribution of such holder, plus the amount of any accrued but unpaid priority distributions;

(ii) Second, to the holders of Common Units until each such holder’s Capital Account balance (before taking into account the distribution of the net proceeds from the Capital Transaction, but after taking into account the allocations pursuant to Sections 5.01(a) through 5.01(g)) equals the largest priority liquidating distribution per Unit of all Preferred Unit holders;

(iii) Thereafter, to the Partners, including both Common Unit holders and Preferred Unit holders, on an equal per Unit basis.

5.02 Distribution of Cash.

(a) The General Partner shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) pro rata in accordance with their respective Percentage Interests on the Partnership Record Date; provided, however, with respect to Preferred Units, the terms of cash distributions shall be set forth in Exhibit C describing the terms of such Preferred Units.

(b) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a dividend with respect to a REIT Share for which all or part of such Partnership Unit has been or will be exchanged. If a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest for the Partnership Record Date following the issuance of such additional Partnership Interests shall be reduced in the proportion that the number of days that such

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additional Partnership Interest is held by such Partner bears to the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.

(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take an action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. If the Partnership is required to withhold and pay