Exhibit


EXHIBIT 10.28


Loan Number: 1008459




SECOND AMENDMENT TO TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of June 1, 2015, is made by and between RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING TRUST, a Maryland real estate investment trust (“Parent Guarantor”), each of the undersigned Lenders party to the Credit Agreement (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
WHEREAS, Borrower, Parent Guarantor, Administrative Agent and the Lenders party thereto have entered into that certain Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings provided in the Credit Agreement); and
WHEREAS, the parties hereto desire to amend the Credit Agreement to increase the maximum permitted amount of repurchases of common stock of the Parent Guarantor from $100,000,000 to $200,000,000, as more particularly set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:  
1.Amendment.  Clause (e) of Section 10.1.(h) of the Credit Agreement is hereby amended to delete the amount “$100,000,000” now appearing therein and to substitute “$200,000,000” therefor.
2.    Conditions to Effectiveness. This Amendment shall not be effective until the Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by the Borrower and the other Loan Parties, the Administrative Agent, and the Requisite Lenders, and (ii) all fees and other amounts due and payable on or prior to the date hereof, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees and reasonable and documented out-of-pocket expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment.  The Administrative Agent shall notify in writing the Borrower and the Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding.  
3.    Representations and Warranties.  The Borrower and the Parent Guarantor each hereby certifies that: (a)  no Default or Event of Default exists as of the date hereof or would exist immediately after giving effect to this Amendment; (b) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such representation and warranty is true 

ACTIVE 207665770






and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such representation and warranty was true and correct in all respects) on and as of such earlier date) and except as a result of transactions permitted by the Credit Agreement, (c) no consent, approval, order or authorization of, or registration or filing with, any third party (other than any required filing with the SEC, which the Borrower agrees to file in a timely manner) is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and the Parent Guarantor, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be limited by equitable principles generally.  The Borrower and the Parent Guarantor each confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment.  Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ or Administrative Agent's rights and remedies (all of which are hereby reserved).  
4.    Ratification.  The Borrower, the Parent Guarantor and each Subsidiary Guarantor each hereby reaffirms and confirms its obligations under the Credit Agreement, as amended hereby, and the other Loan Documents.
5.    GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
6.    Counterparts.  To facilitate execution, this Amendment and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required.  It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart.  All counterparts shall collectively constitute a single document.  It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.
7.    Headings.  The headings of this Amendment are provided for convenience of reference only and shall not affect its construction or interpretation.
8.    Loan Document.  This Amendment shall constitute a Loan Document under the Credit Agreement.
REST OF PAGE INTENTIONALLY LEFT BLANK

2






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.


BORROWER:


RLJ LODGING TRUST, L.P., 
a Delaware limited partnership


By:    RLJ Lodging Trust, 
a Maryland real estate investment trust, 
its sole general partner


		
	By:  
	 /s/ Thomas J. Baltimore, Jr.     
Name:  Thomas J. Baltimore, Jr.   
Title:  President and CEO  


PARENT GUARANTOR:


RLJ LODGING TRUST,
a Maryland real estate investment trust


		
	By:  
	 /s/ Thomas J. Baltimore, Jr.     
Name:  Thomas J. Baltimore Jr.   
Title:  President and CEO 


SUBSIDIARY GUARANTORS:
RLJ III – C BUCKHEAD, INC., 
a Texas corporation
		
	By:  
	 /s/ Thomas J. Baltimore, Jr.     
Name:  Thomas J. Baltimore Jr.   
Title:  President and Treasurer  


RLJ III – EM WEST PALM BEACH, INC., 
a Texas corporation 
		
	By:  
	 /s/ Thomas J. Baltimore, Jr.     
Name:  Thomas J. Baltimore Jr.   
Title:  President and Treasurer  



[RLJ – Second Amendment to Term Loan Agreement]








EACH OF THE REMAINING SUBSIDIARY GUARANTORS LISTED ON ANNEX I HERETO
By:  RLJ LODGING TRUST, L.P., 
a Delaware limited partnership,     the direct or indirect holder of all controlling interests in such Subsidiary Guarantor 
 
By:  RLJ LODGING TRUST, a Maryland real estate investment trust, its sole general partner 
		
	By:  
	 /s/ Thomas J. Baltimore, Jr.     
Name:  Thomas J. Baltimore Jr.   
Title:  President and CEO  


[Signatures Continued on Next Page]




WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as Administrative Agent and as a Revolving Credit Lender and Term Loan Lender
		
	By:  
	 /s/ Mark F. Monahan    


 
Name:  Mark F. Monahan    
 
Title:  Senior Vice President
[Signatures Continued on Next Page]




PNC BANK, NATIONAL ASSOCIATION, as a Revolving Credit Lender and Term Loan Lender
		
	By:  
	 /s/ Katie Chowdhry     
Name:  Katie Chowdhry      
Title:  Assistant Vice President   


[Signatures Continued on Next Page]




REGIONS BANK, as a Revolving Credit Lender and as a Term Loan Lender
		
	By:  
	 /s/ T. Barrett Vawter     
Name:  T. Barrett Vawter     
Title:  Vice President   


[Signatures Continued on Next Page]


CAPITAL ONE, NATIONAL ASSOCIATION, as a Term Loan Lender
		
	By:  
	 /s/ Frederick H. Denecke     
Name:  Katie Chowdhry      
Title:  Senior Vice President   


[Signatures Continued on Next Page]


BRANCH BANKING AND TRUST COMPANY, as a Term Loan Lender
		
	By:  
	 /s/ James E. Davis     
Name:  James E. Davis     
Title:  Senior Vice President   


[Signatures Continued on Next Page]


RAYMOND JAMES BANK, N.A., as a Term Loan Lender
		
	By:  
	 /s/ James M. Armstrong     
Name:  James M. Armstrong     
Title:  Senior Vice President   


[Signatures Continued on Next Page]
















ANNEX I 
 
SUBSIDIARY GUARANTORS
	
		
	 
	Subsidiary Guarantor

	1.    
	RLJ C Charleston HD, LLC

	2.    
	RLJ C HOUSTON HUMBLE, LP

	3.    
	RLJ C NY Upper Eastside, LLC

	4.    
	RLJ C PORTLAND DT, LLC

	5.    
	RLJ C WAIKIKI, LLC

	6.    
	RLJ CABANA MIAMI BEACH, LLC

	7.    
	RLJ DBT KEY WEST, LLC

	8.    
	RLJ EM IRVINE, LP

	9.    
	RLJ EM Waltham, LLC

	10.    
	RLJ HGN Emeryville, LP

	11.    
	RLJ HP Fremont, LP

	12.    
	RLJ HP Madison DT, LLC

	13.    
	RLJ HY ATLANTA MIDTOWN, LLC

	14.    
	RLJ HyH Charlotte, LLC

	15.    
	RLJ HyH Cypress, LP

	16.    
	RLJ HyH Emeryville, LP

	17.    
	RLJ HyH San Diego, LP

	18.    
	RLJ HyH San Jose, LP

	19.    
	RLJ HyH San Ramon, LP

	20.    
	RLJ HyH Santa Clara, LP

	21.    
	RLJ HyH Woodlands, LP

	22.    
	RLJ II – AUSTIN SOUTH HOTELS, LP

	23.    
	RLJ II – C AUSTIN AIR, LP

	24.    
	RLJ II – C AUSTIN NW, LP

	25.    
	RLJ II – C CHICAGO MAG MILE, LLC

	26.    
	RLJ II – C HAMMOND, LLC

	27.    
	RLJ II – C LOUISVILLE NE KY, LLC

	28.    
	RLJ II – C MIRAMAR, LLC

	29.    
	RLJ II – C MISHAWAKA, LLC

	30.    
	RLJ II – C SALT LAKE, LLC

	31.    
	RLJ II – C SUGARLAND, LP

	32.    
	RLJ II – F AUSTIN S, LP

	33.    
	RLJ II – F CHERRY CREEK, LLC

	34.    
	RLJ II – F HAMMOND, LLC

	35.    
	RLJ II – F KEY WEST, LLC

	36.    
	RLJ II – F SAN ANTONIO DT, LP

	37.    
	RLJ II – HA CLEARWATER, LLC

	38.    
	RLJ II – HA FORT WALTON BEACH, LLC

	39.    
	RLJ II – HA GARDEN CITY, LLC

	40.    
	RLJ II – HA MIDWAY, LLC

	41.    
	RLJ II – HG MIDWAY, LLC

	42.    
	RLJ II – HOLX MERRILLVILLE, LLC

	43.    
	RLJ II - HOLX Midway, LLC

	44.    
	RLJ II – INDY CAPITOL HOTELS, LLC

	45.    
	RLJ II – MH DENVER S, LLC

	46.    
	RLJ II – MH MIDWAY, LLC

	47.    
	RLJ II – R AUSTIN NW, LP

	48.    
	RLJ II – R AUSTIN S, LP

	49.    
	RLJ II – R FISHERS, LLC

	50.    
	RLJ II – R HAMMOND, LLC

	51.    
	RLJ II – R HOUSTON GALLERIA, LP

	52.    
	RLJ II – R LOUISVILLE CO, LLC

	53.    
	RLJ II – R LOUISVILLE DT KY, LLC

	54.    
	RLJ II – R MERRILLVILLE, LLC

	55.    
	RLJ II – R MIRAMAR, LLC

	56.    
	RLJ II – R PLANTATION, LLC

	57.    
	RLJ II – R SALT LAKE CITY, LLC

	58.    
	RLJ II – R SAN ANTONIO, LP

	59.    
	RLJ II – R SOUTH BEND, LLC

	60.    
	RLJ II – R SUGARLAND, LP

	61.    
	RLJ II – RH BOULDER, LLC

	62.    
	RLJ II – RH PLANTATION, LLC

	63.    
	RLJ II – S BAKERSFIELD, LP

	64.    
	RLJ II – S LONGMONT, LLC

	65.    
	RLJ II – SLE MIDWAY, LLC

	66.    
	RLJ III – C Buckhead, Inc.

	67.    
	RLJ III – DBT Columbia, LLC

	68.    
	RLJ III – DBT Metropolitan Manhattan, LP

	69.    
	RLJ III – EM Columbus, LLC

	70.    
	RLJ III – EM Fort Myers, LLC

	71.    
	RLJ III – EM Tampa DT, LLC

	72.    
	RLJ III – EM West Palm Beach, Inc.

	73.    
	RLJ III – F Washington DC, LLC

	74.    
	RLJ III – F26 Manhattan, LLC

	75.    
	RLJ III – HA Denver Tech Center, LLC

	76.    
	RLJ III – HA Houston Galleria, LP

	77.    
	RLJ III – HA West Palm Beach Airport, LLC

	78.    
	RLJ III – HG New Orleans Convention Center, LLC

	79.    
	RLJ III – HG West Palm Beach Airport, LLC

	80.    
	RLJ III – HGN Durham, LLC

	81.    
	RLJ III – HGN Hollywood, LP

	82.    
	RLJ III – HGN Manhattan, LLC

	83.    
	RLJ III – HGN Pittsburgh, LP

	84.    
	RLJ III – R Columbia, LLC

	85.    
	RLJ III – R National Harbor, LLC

	86.    
	RLJ III - R Silver Spring, LLC

	87.    
	RLJ III – RH Pittsburgh, LP

	88.    
	RLJ III – St. Charles Ave Hotel, LLC

	89.    
	RLJ R Atlanta Midtown, LLC

	90.    
	RLJ R HOUSTON HUMBLE, LP

	91.    
	RLJ S Hillsboro, LLC











[RLJ – Second Amendment to Term Loan Agreement]