THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.4

EXECUTION ORIGINAL

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third Amendment”) is made by and between the entities executing on behalf of the various selling entities listed on the signature page hereto (collectively, “Seller”) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (“Purchaser”) as of this 4th day of October, 2006.

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement and Escrow Instructions dated as of July 21,2006 (the “Original Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions, dated August 4, 2006, and by that certain Second Amendment to Purchase and Sale Agreement and Escrow Instructions, dated August 7, 2006 and by that certain Memorandum of Purchase Price Allocation dated August 28, 2006 (collectively, the “Agreement”); and

WHEREAS, Seller and Purchaser desire to amend the Agreement pursuant to the terms hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows:

1. Defined Terms. All capitalized terms used in this Third Amendment, unless otherwise defined herein, shall have the meanings given such terms in the Agreement.

2. PIP Escrows.

2.1 Anaheim PIP Escrow. Notwithstanding anything to the contrary in Section 4.5 of the Original Agreement, Seller represents that Seller has completed all of the Anaheim PIP Work required under and in accordance with the terms of the Anaheim PIP other than the first item under the category, “Building, Entrance, Porte Cochere and Signage,” in the Anaheim PIP (the “Driveway Work”). Seller also represents that the Anaheim PIP has not been amended or modified from the version of the Anaheim PIP previously provided by Seller to Purchaser. Seller and Purchaser hereby agree that Seller shall provide a credit against the Purchase Price in the amount of Forty Thousand and No/100 Dollars ($40,000.00), and in consideration thereof, Purchaser shall assume all obligations under the Anaheim PIP with respect solely to the Driveway Work and hereby releases Seller from any further obligation under the Anaheim PIP with respect to the Driveway Work.

2.2 Ontario PIP Escrow. With respect to the Ontario PIP, Seller represents that Seller has completed all of the Ontario PIP Work required under and in accordance with the terms of the Ontario PIP, other than the items set forth in Schedule A attached hereto (the “Incomplete Items”), all of which remain incomplete as of Closing. Notwithstanding anything to the contrary in Section 4.5 of the Original Agreement, with respect to the Incomplete Items, Seller and Purchaser hereby agree that Seller shall provide a credit against the Purchase Price for the Ontario Property in the amount of Two Hundred Seventy-Two Thousand Two Hundred Seventy-Five and No/100 Dollars ($272,275.00) with respect to those Incomplete Items designated as items 38, 39,53,59, 60, 61, 62, 63 and 79 in the far left hand column on Schedule A (the “Credited Items).” In consideration of the foregoing credits, Purchaser shall assume all obligations under the Ontario PIP with respect to the Credited Items and hereby releases Seller from any further obligation under the Ontario PIP with respect to the Credited Items. With respect to any remaining Incomplete Items other than the Credited Items (such remaining Incomplete Items referred to hereinafter as the “Escrowed Items”), Seller shall credit against the Purchase Price for the Ontario Property the amount of Six Hundred Thirty Thousand One Hundred Nineteen and No/100 Dollars ($630,119.00) less the deposits under the construction contracts for such work in the amount of Two Hundred Ninety-Eight Thousand Seven Hundred Seventy and No/100 Dollars ($298,770.00) for a net credit of Three Hundred Twenty-Six Thousand Three Hundred Forty-Nine and No/100 Dollars ($326,349.00), provided such credited amount shall be deposited into the Ontario PIP Escrow, pursuant to and in accordance with the Ontario PIP Escrow Agreement, and Purchaser, subject to Seller’s compliance with the terms of

the Ontario PIP Escrow Agreement, shall assume all obligations under the Ontario PIP with respect to the Escrowed Items and shall be responsible for completing the Escrowed Items, provided Purchaser shall be entitled to draw against the Ontario PIP Escrow in accordance with the terms of the Ontario PIP Escrow Agreement for the costs to complete the Escrowed Items. Seller shall assign all existing construction contracts related to the Incomplete Items as set forth on Schedule B attached hereto, to Purchaser including the right to any deposits previously made by Seller thereunder, it being agreed that the amounts credited or placed in escrow as provided above reflect adjustments to the total cost of the applicable Incomplete Items covered by such contracts as agreed upon by the parties, less any such deposits.

3. Conflict. In the event of a conflict between terms and conditions of this Third Amendment and the terms and conditions of the Agreement, the terms and conditions of this Third Amendment shall control.

4. No Further Modification. Except as set forth in this Third Amendment, all other terms and provisions of the Agreement shall be and remain unmodified and in full force and effect.

5. Facsimile/Electronic Signature Counterparts. This Third Amendment may be executed in facsimile or electronic pdf format counterparts, each facsimile or pdf signature shall be deemed an original, and all such facsimile or pdf signature counterparts, when taken together, shall constitute one agreement.

IN WITNESS WHEREOF, Purchaser and Seller have executed this Third Amendment as of the date set forth above.

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SCHEDULE A

		3 Bethesda Metro Center
		Suite 1000
		Bethesda , MD 20814
		301 ###-###-####

SCHEDULE A

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SCHEDULE A

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SCHEDULE A

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SCHEDULE A

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SCHEDULE A

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RLJ Signature:

Innkeepers Signature:

SCHEDULE A

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SCHEDULE B

ASSIGNED CONSTRUCTION CONTRACTS

SCHEDULE B

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