exv10w8






Exhibit 10.8




FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS




     This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“First
Amendment”) is dated as of this 24th day of December, 2009 and is made by and
between each of the parties named on Exhibit A hereto (each, individually, “Seller”
and, collectively, “Sellers”), and CHATHAM LODGING TRUST, a Maryland real estate investment
trust (“Purchaser”).



RECITALS



     A. Sellers and Purchaser have entered into that certain Purchase and Sale Agreement and Escrow
Instructions, dated as of November 16, 2009 (the “Agreement”).



     B. Sellers and Purchasers now desire to amend a provision of the Agreement.



     C. All capitalized terms used in this First Amendment and not otherwise defined shall have the
meanings ascribed to such terms in Article I of the Agreement.



     NOW, THEREFORE, for valuable consideration, including the promises, covenants, representations
and warranties hereinafter set forth, the receipt and adequacy of which are hereby acknowledged,
the parties, intending to be legally and equitably bound, agree as follows.



     1. In the third sentence of Section 4.4.1 of the Agreement, the words: “within three (3) days”
are hereby deleted and the words: “by 5:00 pm EST on December 30, 2009” are substituted in lieu
therefor.



     2. As amended hereby, the Agreement is hereby restated and reaffirmed.



     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of
the 24th day of December, 2009.



	 	 	 	 	 
	 
	 	SELLERS:



RLJ BILLERICA HOTEL, L.L.C.

 	 
	 	By:  	/s/ Thomas J. Baltimore, Jr.
 	 
	 	 	Thomas J. Baltimore, Jr. 	 
	 	 	President 	 
	 




1









 





Exhibit 10.8






[Signatures continued on next page.]




	 	 	 	 	 
	 	RLJ BLOOMINGTON HOTEL, L.L.C.

 	 
	 	By:  	/s/ Thomas J. Baltimore, Jr.
 	 
	 	 	Thomas J. Baltimore, Jr. 	 
	 	 	President 	 
	 
	 	RLJ BRENTWOOD HOTEL, L.L.C.

 	 
	 	By:  	/s/ Thomas J. Baltimore, Jr.
 	 
	 	 	Thomas J. Baltimore, Jr. 	 
	 	 	President 	 
	 
	 	RLJ DALLAS HOTEL LIMITED PARTNERSHIP
By:  RLJ Dallas Hotel Gen-Par, L.L.C.
 	 
	 	 	General Partner 	 
	 
	 	By:  	                                                   /s/ Thomas J. Baltimore, Jr.
 	 
	 	 	Thomas J. Baltimore, Jr. 	 
	 
	 	RLJ FARMINGTON HOTEL, L.L.C.

 	 
	 	By:  	/s/ Thomas J. Baltimore, Jr.
 	 
	 	 	Thomas J. Baltimore, Jr. 	 
	 	 	President 	 
	 
	 	RLJ MAITLAND HOTEL, L.L.C.

 	 
	 	By:  	/s/ Thomas J. Baltimore, Jr.
 	 
	 	 	Thomas J. Baltimore, Jr. 	 
	 	 	President 	 
	 
	 	PURCHASER:



CHATHAM LODGING TRUST

 	 
	 	By:  	/s/ Jeffrey H. Fisher
 	 
	 	 	Name:  	Jeffrey H. Fisher 	 
	 	 	Title:  	Chief Executive Officer 	 
	 








2









 











EXHIBIT “A”




PROPERTIES AND SELLERS



	 	 	 	 	 
	PROPERTY	 	 	 	 
	NUMBER	 	PROPERTY NAME AND ADDRESS	 	SELLER
	1
	 	Homewood Suites	 	RLJ Billerica Hotel, L.L.C.
	 
	 	35 Middlesex Turnpike	 	 
	 
	 	Billerica, Massachusetts 01821	 	 
	 
	 	 	 	 
	2
	 	Homewood Suites	 	RLJ Bloomington Hotel, L.L.C.
	 
	 	2261 Killebrew Drive	 	 
	 
	 	Bloomington, Minnesota  55425	 	 
	 
	 	 	 	 
	3
	 	Homewood Suites	 	RLJ Brentwood Hotel, L.L.C.
	 
	 	5107 Peter Taylor Park	 	 
	 
	 	Brentwood, Tennessee  37027	 	 
	 
	 	 	 	 
	4
	 	Homewood Suites	 	RLJ Dallas Hotel Limited Partnership
	 
	 	2747 North Stemmons Freeway	 	 
	 
	 	Dallas, Texas  75207	 	 
	 
	 	 	 	 
	5
	 	Homewood Suites	 	RLJ Farmington Hotel, L.L.C.
	 
	 	2 Farm Glen Boulevard	 	 
	 
	 	Farmington, Connecticut 06032	 	 






3









 






	 	 	 	 	 
	PROPERTY	 	 	 	 
	NUMBER	 	PROPERTY NAME AND ADDRESS	 	SELLER
	6
	 	Homewood Suites	 	RLJ Maitland Hotel, L.L.C.
	 
	 	290 Southhall Lane	 	 
	 
	 	Maitland, Florida  32751	 	 







4