Revolving Loan Commitment Agreement



 Exhibit 10.5 
 REVOLVING LOAN COMMITMENT AGREEMENT 
 CITICORP NORTH AMERICA, INC. 
 May 30, 2006 
 Strategic Hotel Funding, L.L.C. 

77 West Wacker Drive 
 Suite 4600 
 Chicago, Illinois 60601 
 Re: Additional Revolving Loan Commitment 

 Ladies and Gentlemen: 
 Reference is hereby made to the Amended
and Restated Credit Agreement, dated as of November 9, 2005 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), between Strategic Hotel Funding, L.L.C. (the
“Borrower” or “you”), Deutsche Bank Trust Company Americas (“DBTCA”), as the administrative agent (in such capacity, the “Administrative Agent”) and the various financial
institutions as are or may become parties thereto as lenders (together with DBTCA, collectively the “Lenders” and individually, a “Lender”). Unless otherwise defined herein, capitalized terms used herein shall have
the respective meanings set forth in the Credit Agreement. 
 The undersigned Citicorp North America, Inc. (the “Additional Revolving Loan
Lender”) party to this letter agreement (this “Agreement”) hereby agrees to provide the Additional Revolving Loan Commitment in the amount set forth opposite its name on Annex I attached hereto (its “Additional
Revolving Loan Commitment”). The Additional Revolving Loan Commitment provided pursuant to this Agreement shall (x) be subject to the terms and conditions set forth in the Credit Agreement, including Section 2.8 thereof and
(y) upon the effectiveness of this Agreement, increase the Revolving Loan Commitment of the respective Additional Revolving Loan Lender under the Credit Agreement as contemplated by Section 2.8 of the Credit Agreement and the definition of
Additional Revolving Loan Commitment. 
 The Additional Revolving Loan Lender and the Borrower acknowledge and agree that, with respect to the Additional
Revolving Loan Commitment provided by the Additional Revolving Loan Lender pursuant to this Agreement, the Additional Revolving Loan Lender shall receive a fee equal to that amount set forth opposite its name on Annex I attached hereto, which fee
shall be due and payable to the Additional Revolving Loan Lender on the effective date of this Agreement. 







 The Additional Revolving Loan Lender (i) confirms that it is (I) a parent company and/or an affiliate of a
Lender which is at least 50% owned by such Lender or its parent company, or (II) in the event the Additional Revolving Loan Lender is a fund that invests in bank loans, a fund that invests in bank loans and is managed by the same investment advisor
of a Lender or by an affiliate of such investment advisor or (III) an Eligible Assignee under Section 10.9 of the Credit Agreement, (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together
with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit
Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan
Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vi) to the extent legally entitled to do so, attaches the forms described in Section 10.9 of the Credit Agreement. 

Borrower acknowledges and agrees that all Obligations with respect to Additional Revolving Loan Commitments shall be fully guaranteed pursuant to the Guaranty in
accordance with the terms and provisions thereof. 
 The effective date of this Agreement shall be the date on which (i) the parties hereto have
executed a counterpart of this Agreement and delivered same to the Administrative Agent, (ii) all fees and expenses required to be paid in connection herewith have been paid, (iii) the satisfaction of the conditions in Section 2.8 of
the Credit Agreement and (iv) the other conditions precedent set forth in Annex II hereto (which shall be consistent with the requirements of Section 2.8 of the Credit Agreement and the Additional Loan Commitment Requirements) have been
satisfied, which date shall be no later than the date hereof. 
 You may accept this Agreement by signing the enclosed copies in the space provided below,
and returning one copy of the same to us before the close of business on the date hereof. If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled.

 After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts or by fax) by
the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.1 of the Credit Agreement. 
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 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	CITICORP NORTH AMERICA, INC
		
	By	 	 /s/ Niraj Shah

	Name: Niraj Shah
	Title: Vice President
	
	LIBO OFFICE, DOMESTIC LENDING OFFICE
AND NOTICE ADDRESS:
	
	Citicorp North America, Inc.
	2 Penns Way, 1st Floor
	New Castle DE 19720



			
	Very truly yours,
	Attention:	 	Jessica Zimmers, Loan Specialist
	Telephone:	 	302-894-6052
	Facsimile:	 	212-994-0849
	Email:	 	Jesssica.Zimmers@citigroup.com


 Agreed and Accepted 
 this 30th day of May, 2006: 
 STRATEGIC HOTEL FUNDING, L.L.C. 
  

			
	By:	 	 /s/ Ryan M. Bowie

		 	Name: Ryan M. Bowie
		 	Title: Assistant Treasurer

 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
     as Administrative Agent 
  

			
	By:	 	 /s/ George R. Reynolds

		 	Name: George R. Reynolds
		 	Title: Vice President

  

			
	By:	 	 /s/ James Rolison

		 	Name: James Rolison
		 	Title: Director








 ANNEX I 
  

						
	 Name of Additional
 Revolving Loan Lender
	 	 Amount of Additional
 Revolving Loan Commitment
	 	 Upfront Fee

	 Citicorp North America, Inc.
	 	$	25,000,000.00	 	20 basis points








 Conditions Precedent 
 Payment of Administrative Agent’s fees and expenses 
 Payment of upfront fee to Additional Revolving Loan Lender

 Legal opinion of Borrower’s counsel