##### 



LODGIAN, INC. 401(k) PLAN
AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 2006
(EXCEPT AS OTHERWISE PROVIDED)




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##### 



TABLE OF CONTENTS
 Page§ 1.DEFINITIONS
    
    
    11.1. Account
    
    
    11.2. Affiliate
    
    
    11.3. Beneficiary
    
    
    11.4. Board
    
    
    11.5. Break in Service
    
    
    11.6. Catch Up Contribution
    
    
    11.7. Catch Up Contribution Account
    
    
    21.8. Code
    
    
    21.9. Compensation
    
    
    21.10 Election
    
    
    21.11 Eligible Employee
    
    
    21.12 Eligible Participant
    
    
    31.13 Employee
    
    
    31.14 ERISA
    
    
    31.15 Forfeiture
    
    
    31.16 401(k) Account
    
    
    31.17 401(k) Contributions
    
    
    31.18 Highly Compensated Employee
    
    
    31.19 Hour of Service
    
    
    41.20 Leased Employee
    
    
    51.21 Lodgian Stock
    
    
    51.22 Matching Account
    
    
    51.23 Matching Contribution
    
    
    51.24 Nonhighly Compensated Employee
    
    
    51.25 Participant
    
    
    51.26 Participating Employer
    
    
    51.27 Plan
    
    
    51.28 Plan Administrator
    
    
    51.29 Plan Sponsor
    
    
    61.30 Plan Year
    
    
    61.31 Rollover Account
    
    
    61.32 Rollover Contribution
    
    
    61.33 Safe Harbor Matching Contribution
    
    
    61.34 Safe Harbor Matching Contribution Account
    
    
    61.35 Trust Agreement
    
    
    61.36 Trustee
    
    
    61.37 Trust Fund
    
    
    61.38 Valuation Date
    
    
    6




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Page1.39 Vested Benefit
    
    
    61.40 Year of Service
    
    
    6(a) Vesting
    
    
    6(b) Eligibility
    
    
    6§ 2.PARTICIPATION
    
    
    72.1. General Participation for 2002 Plan Year and Prior Years
    
    
    72.2. General Participation After December 31, 2002
    
    
    72.3. Reemployment
    
    
    82.4. Change in Status
    
    
    82.5. Not a Contract of Employment
    
    
    82.6. USERRA
    
    
    8§ 3.EMPLOYEE CONTRIBUTIONS
    
    
    93.1. 401(k) Contributions
    
    
    9(a) General
    
    
    9(b) Amount of 401(k) Contributions
    
    
    9(c) 401(k) Accounts
    
    
    93.2. Rate Changes
    
    
    9(a) General
    
    
    9(b) Change in Eligibility Status
    
    
    9(c) Hardship Withdrawal
    
    
    10(d) Leave of Absence
    
    
    103.3. Payment of 401(k) Contributions to Trustee
    
    
    103.4. Rollover Contributions
    
    
    10(a) General
    
    
    10(b) Rollover Accounts
    
    
    10§ 4.EMPLOYER CONTRIBUTIONS
    
    
    104.1. Employer Matching Contributions
    
    
    10(a) Matching Contributions for the 2002 Plan Year
    
    
    10(b) Safe Harbor Matching Contributions after December 31, 2002
    
    
    11(c) Application of Forfeitures
    
    
    11(d) No Matching Contributions or Safe Harbor Matching Contributions on Refunds
    
    
    11(e) Allocation
    
    
    114.2. Application of Suspense Account
    
    
    124.3. Top Heavy Contributions
    
    
    124.4. Payment of Employer Contributions
    
    
    12§ 5.ACCOUNT INVESTMENTS AND ALLOCATIONS
    
    
    125.1. General
    
    
    125.2. Investment Elections
    
    
    135.3. Amounts Available for Investment
    
    
    13
 ii




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##### 



Page5.4. Allocations to Accounts
    
    
    135.5. Allocation Corrections
    
    
    135.6. Transition Period to Implement Plan Changes
    
    
    145.7. Special Rules Concerning Investment in Lodgian Stock Fund
    
    
    14(a) Dividends
    
    
    14(b) Voting of Lodgian Stock and Other Similar Rights
    
    
    14(c) Restrictions
    
    
    15§ 6.LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
    
    
    156.1. Ordering Rule
    
    
    156.2. Code § 415 Limitations
    
    
    15(a) General
    
    
    15(b) Annual Additions
    
    
    16(c) Coordination Rules
    
    
    16(d) Corrections
    
    
    166.3. Code § 402(g) Limitations
    
    
    16(a) This Plan and Other Affiliate Plans
    
    
    16(b) Other Plans or Arrangements
    
    
    17(c) Action to Satisfy 402(g) Limitation
    
    
    17§ 7.PLAN BENEFITS
    
    
    187.1. Participant
    
    
    18(a) Distribution Events
    
    
    18(b) Vested Benefit
    
    
    18(c) Vesting Schedule for Participants without an Hour of Service after March 31, 2002
    
    
    18(d) Vesting Schedule for Participants with an Hour of Service on or after April 1, 2002
    
    
    19(e) Forfeiture
    
    
    19(f) Reemployment
    
    
    197.2. Death of Participant
    
    
    207.3. In-Service Withdrawals
    
    
    20(a) Hardship Withdrawals
    
    
    20(b) Age 591/2 Withdrawals
    
    
    23(c) Rollover Account Withdrawals
    
    
    23(d) Limitations
    
    
    23§ 8.BENEFIT PAYMENT
    
    
    238.1. Methods
    
    
    23(a) General
    
    
    23(b) Automatic Single Sum in Certain Cases
    
    
    24(c) Installment Rules
    
    
    24(d) Limitations
    
    
    24(e) Minimum Distribution Rule
    
    
    258.2. Timing
    
    
    29(a) General
    
    
    29
 iii




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##### 



Page(b) Deferral of Payment
    
    
    30(c) Participants Required Beginning Date
    
    
    30(d) Beneficiary
    
    
    308.3. Direct Rollover
    
    
    30(a) Eligible Rollover Distribution
    
    
    31(b) Eligible Retirement Plan
    
    
    31(c) Distributee
    
    
    31(d) Direct Rollover
    
    
    318.4. Claim for Benefit
    
    
    328.5. No Estoppel of Plan
    
    
    328.6. Legally Incompetent
    
    
    328.7. Missing Person
    
    
    328.8. Other Payment Rules
    
    
    33(a) Withholding Obligations
    
    
    33(b) Waiver of Notices
    
    
    33(c) Account Balance
    
    
    33(d) Order of Withdrawal
    
    
    33(e) Reemployment
    
    
    33§ 9.NAMED FIDUCIARIES AND ADMINISTRATION
    
    
    339.1. Named Fiduciaries
    
    
    339.2. Plan Administrator Appointment and Term of Office
    
    
    349.3. Organization of Plan Administrator
    
    
    349.4. Plan Administrator Powers and Duties
    
    
    34(a) General
    
    
    34(b) Liquidity Requirements
    
    
    34(c) Records
    
    
    35(d) Information from Others
    
    
    359.5. Indemnification
    
    
    359.6. Reporting and Disclosure
    
    
    35§ 10.DUTIES AND AUTHORITY OF TRUSTEE
    
    
    35§ 11.LOANS
    
    
    3511.1. Administration
    
    
    3511.2. Statutory Requirements
    
    
    35(a) General
    
    
    35(b) Repayments
    
    
    36(c) Limitations on Amounts
    
    
    3611.3. Distribution and Default
    
    
    3711.4. USERRA
    
    
    37§ 12.AMENDMENT AND TERMINATION
    
    
    3712.1. Amendment
    
    
    3712.2. Termination
    
    
    37
 iv




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Page§ 13.MISCELLANEOUS
    
    
    3713.1. Headings and Construction
    
    
    3713.2. Nontransferability
    
    
    3813.3. Benefits Supported Only by Trust Fund
    
    
    3813.4. Nondiscrimination
    
    
    3813.5. Nonreversion
    
    
    3813.6. Merger, Consolidation or Similar Transaction
    
    
    38(a) General
    
    
    38(b) Authorization
    
    
    39(c) No Annuities
    
    
    3913.7. Qualified Domestic Relations Order
    
    
    3913.8. Top Heavy Plan
    
    
    40(a) Determination of Top-Heavy Status
    
    
    40(b) Special Top Heavy Plan Rules
    
    
    41Appendix A
    
    
    43Appendix B
    
    
    48
 v




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LODGIAN, INC. 401(k) PLAN
AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 2006
(EXCEPT AS OTHERWISE PROVIDED)
   DEFINITIONS
  Account
 Affiliate
 Beneficiary
 Board
 Break in Service
 Catch Up Contribution




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Catch Up Contribution Account
 Code
 Compensation
  Election
 Eligible Employee
     2




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Eligible Participant
    Employee
 ERISA
 Forfeiture
 401(k) Account
 401(k) Contributions
 Highly Compensated Employee
  3




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Hour of Service
 General
    Additional Rules
     4




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Leased Employee
 Lodgian Stock
 Matching Account
 Matching Contribution
 Nonhighly Compensated Employee
 Participant
 Participating Employer
 Plan
 Plan Administrator
 5




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Plan Sponsor
 Plan Year
 Rollover Account
 Rollover Contribution
 Safe Harbor Matching Contribution
 Safe Harbor Matching Contribution Account
 Trust Agreement
 Trustee
 Trust Fund
 Valuation Date
 Vested Benefit
 Year of Service
 Vesting
 Eligibility
 6




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Service With All Related Employers
 Service With Predecessor Employers
 PARTICIPATION
 General Participation for 2002 Plan Year and Prior Years
  (1)
    
    attains age 21;(2)
    
    completes at least six months of service; and(3)
    
    completes at least 500 Hours of Service in: i) the 6 month
period immediately preceding July 1st or ii) the 12 month period
immediately preceding January 1st.
  st st
   General Participation for Subsequent Periods
 7




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Participation From January 1, 2003 through December 31, 2006
 Participation After December 31, 2006
 Reemployment
 Change in Status
  Not a Contract of Employment
 USERRA
 8




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EMPLOYEE CONTRIBUTIONS
 401(k) Contributions
 General
 Amount of 401(k) Contributions
 Catch Up Contributions
   401(k) and Catch Up Contribution Accounts
 Rate Changes
 General
 Change in Eligibility Status
 9




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Hardship Withdrawal
 Leave of Absence
 Payment of 401(k) and Catch Up Contributions to Trustee
 Rollover Contributions
 General
 Rollover Accounts
 EMPLOYER CONTRIBUTIONS
 Employer Matching Contributions
 Matching Contributions for the 2002 Plan Year
 10




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Safe Harbor Matching Contributions after December 31, 2002.
    Application of Forfeitures
 No Matching Contributions or Safe Harbor Matching Contributions on Refunds
 Allocation
 11




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Application of Suspense Account
 Top Heavy Contributions
 Payment of Employer Contributions
 ACCOUNT INVESTMENTS AND ALLOCATIONS
 General
 12




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Investment Elections
 Amounts Available for Investment
 Allocations to Accounts
  Allocation Corrections
 13




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Transition Period to Implement Plan Changes
 Special Rules Concerning Investment in Lodgian Stock Fund
 Dividends
 Voting of Lodgian Stock and Other Similar Rights
 14




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Restrictions
 LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
 Ordering Rule
 (a)
    
    the Code § 415 limitations under § 6.2,(b)
    
    the Code § 402(g) limitations under § 6.3,(c)
    
    the Code § 401(k) limitations for Highly Compensated Employees under Appendix A
for Plan Years in which a Safe Harbor Matching Contribution is not made to the Plan;
and(d)
    
    the Code § 401(m) limitations for Highly Compensated Employees under Appendix A
for Plan Years beginning prior to January 1, 2003.
 Code § 415 Limitations
 General
     15




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Annual Additions
 Coordination Rules
 Corrections
      Code § 402(g) Limitations
 This Plan and Other Affiliate Plans
 16




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Other Plans or Arrangements
 Action to Satisfy 402(g) Limitation
 Refund Request
 Refund
 Treatment
 Determination of Investment Gain or Loss
 17




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PLAN BENEFITS
 Participant
 Distribution Events
 Vested Benefit
     Vesting Schedule for Participants without an Hour of Service after March 31,
2002.
 General
 Full Years of Service
    
    Vested Portionless than 3
    
    
    0
    %3
    
    
    20
    %4
    
    
    40
    %5
    
    
    60
    %6
    
    
    80
    %7 or more
    
    
    100
    %
 AMI Operating Partners, L.P. Vesting Schedule
 18




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Full Years of Service
    
    Vested Portionless than 2
    
    
    0
    %2
    
    
    20
    %3
    
    
    40
    %4
    
    
    60
    %5
    
    
    80
    %6 or more
    
    
    100
    %
 Vesting Schedule for Participants with an Hour of Service on or after April 1,
2002
 Full Years of Service
    
    Vested Portionless than 3
    
    
    0
    %3 or more
    
    
    100
    %
 Forfeiture
  Reemployment
 Before Forfeiture
 After Forfeiture
 19




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Death of Participant
      In-Service Withdrawals
 Hardship Withdrawals
 20




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General
 Immediate and Heavy Financial Need
         Withdrawal Necessary to Satisfy Need
 21




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Suspension of Contributions and Adjusted Limits
 Restrictions On Hardship Withdrawals
   Procedures
   22




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Age
591/2
Withdrawals 1 2 1 2
 Rollover Account Withdrawals
 Limitations
 BENEFIT PAYMENT
 Methods
 General
     23




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Automatic Single Sum in Certain Cases
    Installment Rules
 Distributions Beginning Before Death
 Distributions Beginning After Death
   Life Expectancy
 Acceleration
 Limitations
 24




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Minimum Distribution Rule
 Effective Date
 Precedence
 Requirements of Treasury Regulations Incorporated
 TEFRA Section 242(b)(2) Elections
 Time and Manner of Distribution
 Required Beginning Date
 Death of Participant Before Distributions Begin
 (A)
    
    If the Participants surviving
spouse is the Participants sole designated Beneficiary, then,
if the Vested Benefit is payable to the spouse in installments,
distributions to the surviving spouse will begin by December 31
of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar
year in which the Participant would have attained age 70-1/2, if
later.
 25




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##### 



(B)
    
    If the Participants surviving
spouse is not the Participants sole designated Beneficiary,
distributions to the designated Beneficiary will begin by
December 31 of the calendar year immediately following the
calendar year in which the Participant died. Alternatively,
distribution to the designated Beneficiary is not required to
begin by the date specified above, if the Participants entire
vested interest will be distributed to the designated
Beneficiary by the December 31 of the calendar year containing
the fifth anniversary of the Participants death.
 (C)
    
    If there is no designated
beneficiary as of September 30 of the year following the year of
the Participants death, the Participants entire interest will
be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participants death.
 (D)
    
    If the Participants surviving
spouse is the Participants sole designated Beneficiary and the
surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this § 8.1(e)(2),
other than § 8.1(e)(2)(ii)(A), will apply as if the surviving
spouse were the Participant.
  Forms of Distribution
 Required Minimum Distributions During Participants Lifetime
 Amount of Required Minimum Distribution For Each Distribution
Calendar Year
 (A)
    
    the quotient obtained by dividing
the Participants Account balance by the distribution period in
the Uniform Lifetime Table set forth in Treasury Regulation
1.401(a)(9)-9, using the Participants age as of the
Participants birthday in the distribution calendar year; or
 26




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##### 



(B)
    
    if the Participants sole
designated Beneficiary for the distribution calendar year is the
Participants spouse, the quotient obtained by dividing the
Participants Account balance by the number in the Joint and
Last Survivor Table set forth in Treasury Regulation
1.401(a)(9)-9 using the Participants and spouses attained ages
as of the Participants and spouses birthdays in the
distribution calendar year.
  Required Minimum Distributions After Participants Death
 Death On or After Date Distributions Begin
 (A)
    
    Participant Survived by Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is a designated
Beneficiary, the minimum amount that will be distributed for
each distribution calendar year after the year of the
Participants death is the quotient obtained by dividing the
Participants Account balance by the longer of the remaining
life expectancy of the Participant or the remaining life
expectancy of the Participants designated Beneficiary,
determined as follows:
 (1)
    
    The Participants remaining life expectancy is calculated using the age of
the Participant in the year of death, reduced by one for
each subsequent year.(2)
    
    If the Participants surviving spouse is the Participants sole
designated Beneficiary, the remaining life expectancy of
the surviving spouse is calculated for each distribution
calendar year after the year of the Participants death
using the surviving spouses age as of the spouses
birthday in that year. For distribution calendar years
after the year of the surviving spouses death, the
remaining life expectancy of the surviving spouse is
calculated using the age of the surviving spouse as of
the spouses birthday in the calendar year of the
spouses death, reduced by one for each subsequent
calendar year.
 27




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##### 



(3)
    
    If the Participants surviving spouse is not the Participants
sole designated Beneficiary, the designated
Beneficiarys remaining life expectancy is calculated
using the age of the Beneficiary in the year following
the year of the Participants death, reduced by one for
each subsequent year.
 (B)
    
    No Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is no designated Beneficiary as of
September 30 of the year after the year of the Participants
death, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participants
death is the quotient obtained by dividing the Participants
Account balance by the Participants remaining life expectancy
calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.
 Death before Date Distributions Begin
 (A)
    
    Participant Survived by Designated Beneficiary. If the Participant dies before the
date distributions begin and there is a designated Beneficiary,
the minimum amount that will be distributed for each
distribution calendar year after the year of the Participants
death is the quotient obtained by dividing the Participants
Account balance by the remaining life expectancy of the
Participants designated Beneficiary, determined as provided in
§ 8.1(e)(4)(i).(B)
    
    No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of
September 30 of the year following the year of the Participants
death, distribution of the Participants entire interest will be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participants death.(C)
    
    Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin. If the Participant dies before the date
distributions begin, the Participants surviving spouse is the
Participants sole designated Beneficiary, and the surviving
spouse dies before distributions are required to begin to the
surviving spouse under § 8.1(e)(2)(ii)(A), this § 8.1(e)(4) will
apply as if the surviving spouse were the Participant.
 28




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##### 



Definitions
 Designated Beneficiary
 Distribution Calendar Year
 Life Expectancy
 Participants Account Balance
 Required Beginning Date
 Timing
 General
 29




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##### 



Deferral of Payment th
     Participants Required Beginning Date 1 2
 Beneficiary 1 2
 Direct Rollover
 30




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##### 



Eligible Rollover Distribution
 Eligible Retirement Plan
 Distributee
 Direct Rollover
 31




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##### 



Claim for Benefit
 No Estoppel of Plan
   Legally Incompetent
 Missing Person 32
        Other Payment Rules
 Withholding Obligations
 Waiver of Notices
 Account Balance
 Order of Withdrawal
 Reemployment
 NAMED FIDUCIARIES AND ADMINISTRATION
 Named Fiduciaries
 33




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##### 



Plan Administrator Appointment and Term of Office
 Organization of Plan Administrator
 Plan Administrator Powers and Duties
 General
 Liquidity Requirements
 34




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##### 



Records
 Information from Others
 Indemnification
 Reporting and Disclosure
 DUTIES AND AUTHORITY OF TRUSTEE
  LOANS
 Administration
 Statutory Requirements
 General
  35




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1 2
 Repayments
 Limitations on Amounts
   
    36




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##### 



Distribution and Default
 USERRA
 AMENDMENT AND TERMINATION
 Amendment
 Termination
 MISCELLANEOUS
 Headings and Construction 37
        Nontransferability
 Benefits Supported Only by Trust Fund
 Nondiscrimination
 Nonreversion
    Merger, Consolidation or Similar Transaction
 General
 38




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##### 



Authorization
 No Annuities
 Qualified Domestic Relations Order
     39
        Top Heavy Plan
 Determination of Top-Heavy Status
 Key Employee
 Determination of Present Values and Amounts
     40




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##### 



Distribution During Year Ending on the Determination Date
 Employees Not Performing Services During Year Ending on the Determination
Date
 Special Top Heavy Plan Rules
 Minimum Contribution
     41




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##### 



Matching Contributions
  LODGIAN, INC.By:Title:Date:
 42




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##### 



Appendix A to the
Lodgian, Inc. 401(k)Plan
Effective January 1, 2002
   ACP
 ACP Test
 ADP
 ADP Test
 Excess Aggregate Contributions
 Excess Contributions
 Code § 401(k) Limitations for Highly Compensated Employees.
 ADP Test
 43




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##### 



Aggregation with Other Plans or Arrangements
 Other Requirements and Elections
 Action to Satisfy ADP Test
 (1)
    
    Refund of Excess Contributions. Excess Contributions
for a Plan Year (adjusted for investment gain or loss if required by the Code)
will be refunded no later than the last day of the immediately following Plan
Year to Highly Compensated Employees on whose behalf the Excess Contributions
were made. The amount distributed will be determined by the Plan Administrator
in accordance with Treas. Reg. § 1.401(k)-2(b)(2). The distribution of Excess
Contributions to Highly Compensated Employees will be accomplished as follows:
 (A)
    
    All Highly Compensated Employees will be ranked
in descending order based on the dollar amount of Pre-Tax Contributions
they made for the Plan Year.(B)
    
    The Pre-Tax Contributions of the Highly
Compensated
 44




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##### 



Employee(s) with the greatest dollar amount of Normal Deferral
contributions will be reduced until the excess Pre-Tax Contributions
are eliminated, or until the Pre-Tax Contributions of the Highly
Compensated Employee are reduced to the dollar amount of the Highly
Compensated Employee with the next highest dollar amount of Pre-Tax
Contributions.
 (C)
    
    The Pre-Tax Contributions of both the Highly
Compensated Employees with the greatest and the second greatest dollar
amount of Pre-Tax Contributions will be reduced until the excess
Pre-Tax Contributions are eliminated, or until the Pre-Tax
Contributions of the Participant are reduced to the dollar amount of
the Highly Compensated Employee with the next highest dollar amount of
Pre-Tax Contributions, and this procedure will be repeated until the
entire Excess Pre-Tax Contributions are eliminated.
   Determination of Investment Gain or Loss
 Code § 401(m) Limitations For Highly Compensated Employees
    45




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##### 



Aggregation with Other Plans or Arrangements
 Other Requirements
 Action to Satisfy ACP Test
 Distribution or Forfeiture of Excess Aggregate Contributions
  (A)
    
    All Highly Compensated Employees will be ranked
in descending order based on the dollar amount of Excess Aggregate
Contributions they received for the Plan Year.(B)
    
    The Excess Aggregate Contributions of the
Highly Compensated Employee(s) with the greatest dollar amount of
Excess Aggregate Contributions will be reduced until the ACP Excess
Aggregate Contributions are eliminated, or until the Excess Aggregate
Contributions of the Highly Compensated Employee are reduced to the
dollar amount of the Highly Compensated Employee with the next highest
dollar amount of Excess Aggregate Contributions.(C)
    
    The Excess Aggregate Contributions of both the
Highly Compensated Employees with the greatest and the second greatest
 46




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##### 



dollar amount of Excess Aggregate Contributions will be reduced until
the ACP Excess Aggregate Contributions are eliminated, or until the
Excess Aggregate Contributions of the Participant are reduced to the
dollar amount of the Highly Compensated Employee with the next
highest dollar amount of Excess Aggregate Contributions, and this
procedure will be repeated until the entire ACP Excess Aggregate
Contributions are eliminated.
 Determination of Investment Gain or Loss
 47




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##### 



Appendix B to the
Lodgian, Inc. 401(k) Plan
  
    
    Servico Corporation;
    
    Impac Hotel Group;
    
    AMI Operating Partners, L.P.;
    
    Any other employers for whom service was credited under the qualified
retirement plan(s) of Servico Corporation, Impac Hotel Group, or AMI
Operating Partners, L. P.; and
    
    Any other employer required to be aggregated with any of the above three
entities under Code §§ 414(b), (c), (m) or (o).
    
    Any employer, all the assets or shares of stock of which are acquired by
Lodgian, Inc. or any Affiliate thereof.
 48