EXHIBIT 10.26



  
 Exhibit 10.26

  
 DIAMONDROCK HOSPITALITY COMPANY 
 10400 FERNWOOD ROAD, SUITE 300 
 BETHESDA, MARYLAND 20817 
  
 May 6, 2005 

 
 VIA FACSIMILE & CERTIFIED MAIL 
  
 BCM/CHI Cayman Islands, Inc. 
 c/o Blackacre Capital Management, LLC 
 299 Park Avenue 
 New York, New York 10171 
 Attn: Ronald Kravit 
  
 BCM/CHI LAX Owner, LLC 
 c/o Blackacre Capital
Management, LLC 
 299 Park Avenue 
 New York, New York 10171

 Attn: Ronald Kravit 
  
 BCM/CHI Alpharetta Owner, LLC 
 c/o Blackacre Capital Management, LLC

 299 Park Avenue 
 New York, New York 10171 
 Attn: Ronald Kravit 
  
 BCM/CHI Worthington Owner, L.P. 
 c/o Blackacre Capital Management, LLC 
 299 Park Avenue 
 New York, New York 10171 
 Attn: Ronald Kravit 
  
 Blackacre Capital Management 
 299 Park Avenue 
 New York, New York 10171 
 Attn: Peter Locke 
  
 First American Title Insurance Company 
 1800 K
Street, Suite 200 K 
 Washington, DC 20006 
 Attn: Brian Lobuts

  
 Re: Sale of Los Angeles Airport Marriott, Renaissance Worthington Hotel,
Frenchman’s Reef & Morning Star Marriott Beach Resort and Atlanta Marriott Alpharetta (collectively, the “Properties”) 
  









 Gentlemen: 
  
 Reference is made to (i) that certain Purchase and Sale Agreement, dated as of May 3, 2005, among BCM/CHI LAX Owner, LLC, BCM/CHI LAX Tenant, Inc. (collectively, the
“LAX Sellers”) and DiamondRock Hospitality Company (“Purchaser”) (the “LAX Agreement”), (ii) that certain Purchase and Sale Agreement, dated as of May 3, 2005, among BCM/CHI Alpharetta Owner, LLC, BCM/CHI Alpharetta
Tenant, Inc. (collectively, the “Alpharetta Sellers”) and Purchaser (the “Alpharetta Agreement”), (iii) that certain Purchase and Sale Agreement, dated as of May 3, 2005, among BCM/CHI Worthington Owner, L.P., BCM/CHI Worthington
Tenant, Inc. (collectively, the “Worthington Sellers”) and Purchaser (the “Worthington Agreement”, and together with the LAX Agreement and the Alpharetta Agreement, the “Asset Agreements”) and (iv) that certain Purchase
and Sale Agreement among BCM/CHI Cayman Islands, Inc., BCM/CHI Frenchman’s Reef, Inc. (collectively, the “Frenchman’s Sellers”, and together with the LAX Sellers, the Alpharetta Sellers and the Worthington Sellers, the
“Sellers”) and Purchaser (the “Frenchman’s Agreement,” and together with the Asset Agreements, the “Agreements”). Reference also is made to that certain Downpayment Escrow Agreement dated as of March 21, 2005 (the
“Escrow Agreement”) by and among Blackacre Capital Management (“BCM”), Purchaser and First American Title Insurance Company (“Title Company”). All defined terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Agreements. 
  
 I. Amendments to
Agreements: Sellers and Purchaser hereby agree to amend Agreements as follows: 
  
 a) Purchaser hereby acknowledges and agrees that the Due Diligence Period under each of the Agreement has expired. Accordingly, Purchaser acknowledges and agrees that it has waived its right, pursuant to Section
2.3(g) of each of the Asset Agreements and Section 11(f) of the Frenchman’s Agreement, to terminate each of the Agreements. 
  
 b) In the penultimate sentence of (i) Section 2.3(g) to each of the Asset Agreements and (ii) Section 11(a) of the Frenchman’s Agreement, the phrase
“and the Earnest Money shall be non-refundable” hereby is deleted in its entirety and replaced with the phrase “and one-half (1/2) of the Earnest Money shall be non-refundable.” 
  
 c) In Section 3.1 of the Asset Agreements and Section 14(a) of the
Frenchman’s Agreement, (x) the phrase “May 15, 2005” hereby is deleted in its entirety and replaced with “June 15, 2005”, (y) the phrase “upon (i) delivery of written notice to Seller within five (5) days prior to the
originally scheduled Closing Date”, hereby is deleted in its entirety and replaced with “upon (i) delivery of written notice to Seller at least five (5) days prior to the originally scheduled Closing Date”, and (z) clause (ii) of the
final sentence to such Sections is hereby deleted in its entirety and is replaced with the following phrase: “(ii) remittance to the Title Company of an additional One Million Dollars ($1,000,000) to be held and maintained by Title Company as
additional Earnest Money in accordance with the terms of the Escrow Agreement and the additional Earnest Money together with the balance of the original Earnest Money shall be non-refundable, except as otherwise provided herein.” 
  

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 II. Amendments to Escrow Agreement: BCM, Purchaser and Title Company hereby agree that clause (ii) of the first
sentence to Section 2(c) the Escrow Agreement hereby is modified to provide that (x) if Purchaser has not previously exercised its option to extend the Closing Date pursuant to Section 3.1 of the Asset Agreements and Section 14(a) of the
Frenchman’s Agreement, Escrow Agent shall deliver one-half of the Escrow Funds to Seller and one-half of the Escrow Funds to Purchaser and (y) if Purchaser previously shall have exercised its option to extend the Closing Date pursuant to
Section 3.1 of the Asset Agreements and Section 14(a) of the Frenchman’s Agreement, Escrow Agent shall deliver the entirety of the Escrow Funds to Seller. 
  

III. Miscellaneous Provisions: Except as modified hereby, all terms of the Agreements and Escrow Agreement shall remain in full force and effect and, as
modified hereby, are hereby ratified and confirmed in all respects. This letter agreement (i) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, (ii) shall be governed by the laws of the
State of New York, (iii) may not be changed orally, but only by a writing signed by all of the parties hereto, (iv) may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall together
constitute one and the same instrument and (v) may be executed by facsimile signatures. 
  
 [The remainder of this page is intentionally left blank.] 
  

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	 Very Truly Yours,

	
	 DIAMONDROCK HOSPITALITY
 COMPANY, a Maryland corporation

		
	 By:
	 	 /s/ Mark W. Brugger




			
	 Name:
	 	 Mark. W. Brugger

	 Title:
	 	 Chief Financial Officer and
 Executive Vice President



  

			
	 Agreed to and accepted as
 of this 6th day of May, 2005

	
	 BCM/CHI WORTHINGTON OWNER, L.P.,
 a Delaware limited partnership

		
	 By:
	 	 BCM/CHI Worthington SPC, Inc.,
 a Delaware corporation, its sole general partner



					
			
	 	 	 By: 
	 	 /s/ Jeffrey B. Citrin



					
	 	 	 Name:
	 	 Jeffrey B. Citrin

	 	 	 Title:
	 	 Vice President


  

			
	 BCM/CHI WORTHINGTON TENANT, INC.,
 a Delaware corporation

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President


  

			
	 BCM/CHI ALPHARETTA OWNER, LLC,
 a Delaware limited liability company

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President


  

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	 BCM/CHI ALPHARETTA TENANT, INC.,
 a Delaware corporation

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President

	
	 BCM/CHI LAX OWNER, LLC,
 a Delaware limited liability company

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President

	
	 BCM/CHI LAX TENANT, INC.,
 a Delaware corporation

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President

	
	 BCM/CHI CAYMAN ISLANDS, INC.,
 a Cayman Islands corporation

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President

	
	 BCM/CHI FRENCHMAN’S REEF, INC.,
 a US Virgin Islands corporation

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President


  

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	 BLACKACRE CAPITAL MANAGEMENT

		
	 By:
	 	 /s/ Jeffrey B. Citrin



			
	 Name:
	 	 Jeffrey B. Citrin

	 Title:
	 	 Vice President

	
	FIRST AMERICAN TITLE INSURANCE COMPANY
		
	 By:
	 	 /s/ Brian A. Lobuts



			
	 Name:
	 	 Brian A. Lobuts

	 Title:
	 	 Vice President


  
 cc: 
  
 Katten Muchin Rosenman LLP 
 525 West Monroe Street 
 Chicago, Illinois 60661-3693 
 Attn: Nina B. Matis, Esq. 
 Fax: (312) 902-1061 
  
 Katten Muchin Rosenman LLP 
 525 West Monroe
Street 
 Chicago, Illinois 60661-3693 
 Attn: Ferdianad J. Gallo,
III, Esq. 
 Fax: (212) 940-8776 
  
 Willkie Farr & Gallagher LLP 
 787 Seventh Avenue 
 New York, New York 10012 
 Attn: Steven D. Klein, Esq. 
 Fax: (212) 728-8111 
  

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