Exhibit 10.1


 


FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December     ,
2008 by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a limited partnership
formed under the laws of the State of Delaware (the “Borrower”), DIAMONDROCK HOSPITALITY
COMPANY, a corporation formed under the laws of the State of Maryland
(the “Parent”), each of the Lenders party hereto, and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent (the “Agent”).


 


WHEREAS, the Borrower,
the Parent, the Lenders, the Agent and certain other parties have entered into
that certain Amended and Restated Credit Agreement dated as of February 28,
2007 (as in effect immediately prior to the date hereof, the “Credit Agreement”);
and


 


WHEREAS, the Borrower,
the Parent, the Lenders and the Agent desire to amend certain provisions of the
Credit Agreement on the terms and conditions contained 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:


 


Section 1.  Specific
Amendment to Credit Agreement.  The
parties hereto agree that the Credit Agreement is amended by restating Section 10.1.(b) in
its entirety as follows:


 


(b)           Minimum Fixed Charge
Coverage Ratio.  The ratio of (i) Adjusted
EBITDA of the Parent and its Subsidiaries for the period of four consecutive
fiscal quarters of the Parent most recently ending to (ii) Fixed Charges
for such period, to be less than 1.60 to 1.00 at any time.


 


Section 2.  Conditions
Precedent.  The effectiveness of this
Amendment is subject to receipt by the Agent of each of the following, each in
form and substance satisfactory to the Agent:


 


(a)           A counterpart of this
Amendment duly executed by the Borrower, the Parent and the Lenders
constituting the Requisite Lenders;


 


(b)           An Acknowledgement
substantially in the form of Exhibit A attached hereto, executed by each
Guarantor;


 


(c)           Evidence that the fees
payable under Section 6 below have been paid; and


 


(d)           Such other documents,
instruments and agreements as the Agent may reasonably request.


 

















 


Section 3.  Representations.  The Borrower represents and warrants to the
Agent and the Lenders that:


 


(a)           Authorization.  Each of the Borrower and the Parent has the
right and power, and has taken all necessary action to authorize it, to execute
and deliver this Amendment and to perform its obligations hereunder and under
the Credit Agreement, as amended by this Amendment, in accordance with their
respective terms.  This Amendment has
been duly executed and delivered by a duly authorized officer of each of the
Borrower and the Parent and each of this Amendment and the Credit Agreement, as
amended by this Amendment, is a legal, valid and binding obligation of each of
the Borrower and the Parent enforceable against each such Person in accordance
with its respective 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 (other than the payment of principal) contained herein or therein
and as may be limited by equitable principles generally.


 


(b)           Compliance with
Laws, etc.  The execution and
delivery by each of the Borrower and the Parent of this Amendment and the
performance by each such Person of this Amendment and the Credit Agreement, as
amended by this Amendment, in accordance with their respective terms, do not
and will not, by the passage of time, the giving of notice or otherwise:  (i) require any Government Approval or
violate any Applicable Law (including all Environmental Laws) relating to any
Loan Party; (ii) conflict with, result in a breach of or constitute a
default under the organizational documents of any Loan Party, or any indenture,
agreement or other instrument to which any Loan Party is a party or by which it
or any of its respective properties may be bound; or (iii) result in or require
the creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by any Loan Party.


 


(c)           No Default.  No Default or Event of Default has occurred
and is continuing as of the date hereof nor will exist immediately after giving
effect to this Amendment.


 


(d)           Guarantors.  As of the date hereof, each Material
Subsidiary required to execute and deliver an Accession Agreement to the Agent under Section 8.14. of the Credit Agreement has done so and all of
the other items required to be delivered to the Agent under such Section with
respect to each such Accession Agreement has been so delivered.


 


Section 4.  Reaffirmation
of Representations by Borrower.  Each
of the Borrower and the Parent hereby repeats and reaffirms all representations
and warranties made by such Person to the Agent and the Lenders in the Credit
Agreement and the other Loan Documents to which it is a party on and as of the
date hereof with the same force and effect as if such representations and warranties
were set forth in this Amendment in full, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and correct
in all material respects on and as of such earlier date) and except for changes
in factual circumstances not prohibited under the Loan Documents.


 


2

















 


Section 5.  Certain
References.  Each reference to the
Credit Agreement in any of the Loan Documents shall be deemed to be a reference
to the Credit Agreement as amended by this Amendment.


 


Section 6.  Amendment
Fee.  In consideration of a Lender
agreeing to amend the Credit Agreement as provided herein, the Borrower agrees
to pay to the Agent for the account of each Lender executing and delivering
this Amendment a fee in the amount 10 basis points of each Lender’s commitment.


 


Section 7.  Expenses.  The Borrower shall reimburse the Agent upon
demand for all reasonable costs and expenses (including reasonable attorneys’
fees) incurred by the Agent in connection with the preparation, negotiation and
execution of this Amendment and the other agreements and documents executed and
delivered in connection herewith.


 


Section 8.  Benefits.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


Section 9.  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.


 


Section 10.  Effect.  Except as expressly herein amended, the terms
and conditions of the Credit Agreement and the other Loan Documents remain in
full force and effect.  The amendments
contained herein shall be deemed to have prospective application only, unless
otherwise specifically stated herein.


 


Section 11.  Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.


 


Section 12.  Definitions.  All capitalized terms not otherwise defined
herein are used herein with the respective definitions given them in the Credit
Agreement.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to Amended and Restated Credit
Agreement to be executed as of the date first above written.


 


	
   

  	
  DIAMONDROCK HOSPITALITY
  LIMITED 

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DiamondRock
  Hospitality Company, its sole General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean M. Mahoney

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial

  
	
   

  	
   

  	
   

  	
  Officer and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DIAMONDROCK
  HOSPITALITY COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean M. Mahoney

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial

  
	
   

  	
   

  	
   

  	
  Officer and
  Treasurer

  



 


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[Signature
Page to First Amendment to Amended and Restated Credit Agreement


for
DiamondRock Hospitality Limited Partnership]


 


 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as

  
	
   

  	
  Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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[Signature
Page to First Amendment to Amended and Restated Credit Agreement


for
DiamondRock Hospitality Limited Partnership]


 


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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[Signature
Page to First Amendment to Amended and Restated Credit Agreement


for
DiamondRock Hospitality Limited Partnership]


 


 


	
   

  	
  CITICORP
  NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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[Signature
Page to First Amendment to Amended and Restated Credit Agreement


for
DiamondRock Hospitality Limited Partnership]


 


 


	
   

  	
  THE
  ROYAL BANK OF SCOTLAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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[Signature
Page to First Amendment to Amended and Restated Credit Agreement


for
DiamondRock Hospitality Limited Partnership]


 


 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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[Signature
Page to First Amendment to Amended and Restated Credit Agreement


for
DiamondRock Hospitality Limited Partnership]


 


 


	
   

  	
  MERRILL
  LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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[Signature
Page to First Amendment to Amended and Restated Credit Agreement


for
DiamondRock Hospitality Limited Partnership]


 


 


	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 
















 


EXHIBIT A


 


FORM OF GUARANTOR ACKNOWLEDGEMENT


 


THIS GUARANTOR
ACKNOWLEDGEMENT dated as of December       ,
2008 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”)
in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”) and
each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).


 


WHEREAS, DiamondRock Hospitality Limited Partnership
(the “Borrower”), DiamondRock Hospitality Company (the “Parent”), the Lenders, the Agent
and certain other parties have entered into that certain Amended and Restated
Credit Agreement dated as of February 28, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, each of the Guarantors is a party to that
certain Guaranty dated as of February 28, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Guaranty”) pursuant
to which they guarantied, among other things, the Borrower’s obligations under
the Credit Agreement on the terms and conditions contained in the Guaranty;


 


WHEREAS, the Borrower, the Parent, the Agent and the
Lenders are to enter into a First Amendment to Amended and Restated Credit
Agreement dated as of the date hereof (the “Amendment”), to amend the terms of
the Credit Agreement on the terms and conditions contained therein; and


 


WHEREAS, it is a condition precedent to the
effectiveness of the Amendment that the Guarantors execute and deliver this
Acknowledgement.


 


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


 


Section 1. 
Reaffirmation.  Each
Guarantor hereby reaffirms its continuing obligations to the Agent and the
Lenders under the Guaranty and agrees that the transactions contemplated by the
Amendment shall not in any way affect the validity and enforceability of the
Guaranty, or reduce, impair or discharge the obligations of such Guarantor
thereunder.


 


Section 2. 
Governing Law.  THIS
ACKNOWLEDGEMENT 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.


 


Section 3. 
Counterparts.  This
Acknowledgement may be executed in any number of counterparts, each of which
shall be deemed to be an original and shall be binding upon all parties, their
successors and assigns.


 


A-1

















 


IN WITNESS WHEREOF, each Guarantor has duly executed and
delivered this Guarantor Acknowledgement as of the date and year first written
above.


 


	
   

  	
   

  	
  THE GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  HOSPITALITY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BLOODSTONE
  TRS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  ALPHARETTA OWNER, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  BOSTON OWNER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  DiamondRock Hospitality Limited Partnership, its sole

  manager

  
	
   

  	
   

  	
   

  	
  By:
  DiamondRock Hospitality Company, its sole

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  BUCKHEAD OWNER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


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  DIAMONDROCK
  CHICAGO CONRAD OWNER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  OAK BROOK OWNER, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  SONOMA OWNER, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  TORRANCE OWNER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  VAIL OWNER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOBLE-DIAMONDROCK
  PERIMETER  CENTER OWNER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
						



 


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  DIAMONDROCK
  AT ALPHARETTA TENANT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  BOSTON TENANT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  BUCKHEAD TENANT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  CHICAGO CONRAD TENANT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  OAK BROOK TENANT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  SONOMA TENANT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
						



 


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  DIAMONDROCK
  TORRANCE TENANT, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIAMONDROCK
  VAIL TENANT, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOBLE-DIAMONDROCK
  PERIMETER CENTER TENANT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title: