Exhibit 10.4



		

			 

		




		
			Exhibit 10.4
		

		
			AMENDMENT TO MANAGEMENT AGREEMENT 
		

		
			THIS AMENDMENT TO MANAGEMENT AGREEMENT, made this 15th day of July, 2008, between TRS LEASING, INC., a Virginia corporation (hereinafter referred to as “OWNER”), and HLC Hotels, Inc., a corporation organized and existing under the laws of the State of Georgia (hereinafter referred to as “AGENT”), amends that certain Management Agreement dated the 16th of May, 2007, between Owner and Agent (herein the “Agreement”) that provides for the management and operation of 15 hotels. 
		

		
			WITNESSETH THAT: 
		

		
			Whereas, Owner and Agent desire to enter into an amendment of the Agreement upon the terms and conditions hereinafter set forth; 
		

		
			NOW THEREFORE, in consideration of the mutual covenants herein contained, Owner and Agent agree as follows: 
		

		
			1. Term. Article II, Term of the Agreement is amended in its entirety as follows: 
		

		
			“The term of the agreement (“Term of Contract”) shall be for a period commencing on May 16, 2007 and continuing through December 31, 2011, together with any renewal terms as herein provided. This agreement may be renewed for additional terms upon the mutual agreement of both the Owner and the Agent provided this agreement is not otherwise terminated as herein provided.” 
		

		
			2. Travel Expenses. The reasonable travel expenses of the Principals incurred in their capacity as management of the hotels will be reimbursed to Agent and the words “except in their capacity in managing the Hotels” are hereby added to the end of the second sentence of the second paragraph of Article V. 
		

		
			3. Principals. Charles Robert is hereby designated as one of the Principals, in substitution and replacement of Roger Hammond. Notices to HLC Hotels pursuant to Article XV shall be delivered to the attention of Charles Aimone. 
		

		
			4. Incentive Fee. Schedule B attached to and incorporated into the Agreement is hereby amended to add the following sentence at the end thereof: 
		

		
			“Commencing with the fiscal 2008 as compensation for services, Owner shall pay Agent an incentive fee equal to 10% of the annual property operating income of the Hotels ( as customarily computed by Owner ) in excess of 10.5 % of Total Investment in the Hotels. Appropriate prorated adjustments shall be made to Total Investment of the Hotels as Hotels are added or subtracted or as capitalized improvements are made during the year. The Total Investment for the Hotels, as shown on Schedule III of the December 31, 2007 audited financial statements of Supertel Hospitality, Inc. was $43,828,996 ( see Schedule C attached hereto ). Such incentive fee, if any, will be paid by Owner to the Agent by March 31 following the end of the year in which it was earned.” 
		

		
			5. The agreement is amended only as set forth herein. This amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
		

		
			IN WITNESS HEREOF, the parties hereto have executed this agreement as of the day and year first above written. 
		

			
					
						AS OWNER:

					
					
						 

					
					
						AS AGENT:

				
	
					
						 

					
					
						 

				
	
					
						TRS LEASING, INC.

					
					
						 

					
					
						HLC HOTELS, INC.

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						 

					
					
						/s/ Donavon A. Heimes

					
					
						 

					
					
						By:

					
					
						 

					
					
						/s/ Charles Aimone

				
	
					
						Title:

					
					
						 

					
					
						Vice President / Treasurer

					
					
						 

					
					
						Title:

					
					
						 

					
					
						President

				



		

		

		 


		

			 

		




 


		

			 

		




		 
		

		
			Schedule C 
		

		
			SUPERTEL HOSPITALITY, INC 
		

		
			SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION 
		

		
			AS OF DECEMBER 31, 2007 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						Gross Amount
at December 31, 2007

				
	
					
						 

					
					
						 

					
					
						Hotel and Location

					
					
						 

					
					
						Encumbrance

					
					
						 

					
					
						Land

					
					
						 

					
					
						Buildings
Improvements

					
					
						 

					
					
						Total

				
	
					
						Masters

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Augusta, Georgia

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						$

					
350,000 
					
					
						 

					
					
						$

					
1,093,401 
					
					
						 

					
					
						$

					
1,443,401 
				
	
					
						 

					
					
						 

					
					
						Columbia-I26, South Carolina

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
450,000 
					
					
						 

					
					
						 

					
1,427,433 
					
					
						 

					
					
						 

					
1,877,433 
				
	
					
						 

					
					
						 

					
					
						Columbia-Knox Abbot Dr, South Carolina

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
					
						—  

					
					
						 

					
					
						 

					
1,511,901 
					
					
						 

					
					
						 

					
1,511,901 
				
	
					
						 

					
					
						 

					
					
						Charleston North, South Carolina

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
700,000 
					
					
						 

					
					
						 

					
2,922,448 
					
					
						 

					
					
						 

					
3,622,448 
				
	
					
						 

					
					
						 

					
					
						Doraville, Georgia

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
420,000 
					
					
						 

					
					
						 

					
1,554,572 
					
					
						 

					
					
						 

					
1,974,572 
				
	
					
						 

					
					
						 

					
					
						Garden City, Georgia

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
570,000 
					
					
						 

					
					
						 

					
2,481,680 
					
					
						 

					
					
						 

					
3,051,680 
				
	
					
						 

					
					
						 

					
					
						Kissimmee-East, Florida

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
590,000 
					
					
						 

					
					
						 

					
1,178,824 
					
					
						 

					
					
						 

					
1,768,824 
				
	
					
						 

					
					
						 

					
					
						Kissimmee-Main Gate, Florida

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
410,000 
					
					
						 

					
					
						 

					
1,073,466 
					
					
						 

					
					
						 

					
1,483,466 
				
	
					
						 

					
					
						 

					
					
						Marietta, Georgia

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
400,000 
					
					
						 

					
					
						 

					
1,888,206 
					
					
						 

					
					
						 

					
2,288,206 
				
	
					
						 

					
					
						 

					
					
						Mt Pleasant, South Carolina

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
725,000 
					
					
						 

					
					
						 

					
5,138,133 
					
					
						 

					
					
						 

					
5,863,133 
				
	
					
						 

					
					
						 

					
					
						Orlando Int’l Drive, Florida

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
610,000 
					
					
						 

					
					
						 

					
3,022,601 
					
					
						 

					
					
						 

					
3,632,601 
				
	
					
						 

					
					
						 

					
					
						Tampa East, Florida

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
192,416 
					
					
						 

					
					
						 

					
3,435,363 
					
					
						 

					
					
						 

					
3,627,779 
				
	
					
						 

					
					
						 

					
					
						Tampa Fairgrounds, Florida

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
580,000 
					
					
						 

					
					
						 

					
3,045,070 
					
					
						 

					
					
						 

					
3,625,070 
				
	
					
						 

					
					
						 

					
					
						Tucker, Georgia

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
510,000 
					
					
						 

					
					
						 

					
2,738,746 
					
					
						 

					
					
						 

					
3,248,746 
				
	
					
						 

					
					
						 

					
					
						Tuscaloosa, Alabama

					
					
						 

					
					
						GE Masters

					
					
						 

					
					
						 

					
740,000 
					
					
						 

					
					
						 

					
4,069,736 
					
					
						 

					
					
						 

					
4,809,736 
				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						$

					
7,247,416 
					
					
						 

					
					
						$

					
36,581,580 
					
					
						 

					
					
						$

					
43,828,996 
				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Extract from Supertel Hospitality, Inc.

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						December 31, 2007 10K

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Schedule III