Amendment dated July 15, 2008 to Hotel Management Agreement



 Exhibit 10.1 
 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