Second Amendment to Credit Agreement



 Exhibit 10.1 
  
 SECOND AMENDMENT TO 
 CREDIT AGREEMENT 
  
 dated
as of July 28, 2005 
  
 among 
  
 STRATEGIC HOTEL FUNDING, L.L.C., 
  
 as the Borrower, 
  
 VARIOUS FINANCIAL INSTITUTIONS NAMED THEREIN, 
  
 as the Lenders, 
  
 and 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
  
 as the Administrative Agent 
  
 and 
  
 DEUTSCHE BANK SECURITIES INC. 
  
 as Sole Lead Arranger and Sole Book Running Manager 







 SECOND AMENDMENT TO CREDIT AGREEMENT 
  
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) is dated as of July 28, 2005 by and among STRATEGIC
HOTEL FUNDING, L.L.C., a Delaware limited liability company (the Borrower), DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA), as the administrative agent (in such capacity, the Administrative Agent) and the various financial
institutions become parties thereto (together with DBTCA, collectively the Lenders and individually, a Lender). 
  
 W I T N E S S E T H: 
  
 WHEREAS, pursuant to that certain Credit Agreement, dated as of June 29, 2004, as amended by that certain First Amendment to Credit Agreement, dated as of
March 22, 2005, among Borrower, the Lenders, and the Administrative Agent (as amended, restated, replaced, supplemented or otherwise modified from time to time, the Credit Agreement), Borrower obtained the Facility from the Lenders;

  
 WHEREAS, Borrower has requested that the Lenders agree to
amend the Credit Agreement as set forth herein. 
  
 NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree to amend the terms of the Credit Agreement as follows: 
  

	1.	Definitions. Capitalized terms used in this Amendment and not defined herein shall have the meaning provided in the Credit Agreement. 

  

	2.	Amendment to Credit Agreement. 

  
 The definition of “Maximum Additional Revolving Loan Commitment Amount” is hereby deleted in full and replaced by the following: 
  
 “Maximum Additional Revolving Loan Commitment Amount” means
Fifty-Five Million Dollars ($55,000,000). 
  

	3.	Total Interest Coverage Ratio. 

  
 Section 7.2.4(a) is hereby deleted in full and replaced by the following: 
  
 Total Interest Coverage Ratio. The Borrower will not permit the Total Interest Coverage Ratio, on a consolidated
basis, as of the end of any Fiscal Quarter to be less than 2.50:1.00. 
  

	4.	Document References. All references to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended hereby.


  

	5.	Effectiveness. This Amendment shall become effective only upon receipt by the Administrative Agent of counterparts hereof signed by the Borrower, the Administrative Agent and
the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party). 

  

 1 









	6.	Full Force and Effect. Except as amended by this Amendment, each of the Loan Documents shall continue to remain in full force and effect. 

  

	7.	Headings. Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.


  

	8.	Governing Law. This Amendment shall be governed by the laws of the State of New York, without regard to choice of law rules. 

  

	9.	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one
binding agreement. 

  

	10.	Severability. The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such
invalidity or unenforceablity shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Amendment. 

  
 [signatures follow] 
  

 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  
 Borrower: 
  

			
	 STRATEGIC HOTEL FUNDING, L.L.C.
 a Delaware limited liability company

		
	 By:
	 	 /S/    JAMES E. MEAD


	 	 	Name: James E. Mead
	 	 	 Title:   Executive Vice President and
             Chief Financial Officer



  
 Administrative Agent and
Lender: 
  

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

		
	By:	 	 /S/    GEORGE R. REYNOLDS


	 	 	Name: George R. Reynolds
	 	 	Title:   Vice President
		
	By:	 	 /S/    JAMES ROLISON


	 	 	Name: James Rolison
	 	 	Title:   Director


  
 Signature Page to
Second Amendment to Strategic Hotel Funding LLC Credit Agreement 







 Lender: 
  

			
	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /S/    WILL T. BOWERS,
JR.


	 	 	 Name: Will T. Bowers, Jr.

	 	 	 Title:   Senior Vice President



  
 Signature Page to
Second Amendment to Strategic Hotel Funding LLC Credit Agreement 







 Lender: 
  

			
	CREDIT SUISSE, Cayman Islands Branch (formerly known as CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch)
		
	By:	 	 /S/    BILL O’DALY


	 	 	Name: Bill O’Daly
	 	 	Title:   Director
		
	By:	 	 /S/    CASSANDRA DROOGAN


	 	 	Name: Cassandra Droogan
	 	 	Title:   Associate


  
 Signature Page to
Second Amendment to Strategic Hotel Funding LLC Credit Agreement 







 Lender: 
  

			
	 LASALLE BANK NATIONAL
 ASSOCIATION

		
	 By:
	 	 /S/    KIM KALSETH


	 	 	Name: Kim Kalseth
	 	 	Title:   Vice President


  
 Signature Page to
Second Amendment to Strategic Hotel Funding LLC Credit Agreement 







 Lender: 
  

			
	 MERRILL LYNCH CAPITAL, a division of
 Merrill
Lynch Business Financial Services, Inc.

		
	 By:
	 	 /S/    TIMOTHY R. VERRILLI


	 	 	Name: Timothy R. Verrilli
	 	 	 Title:   Director
             Senior Transaction Attorney



  
 Signature Page to
Second Amendment to Strategic Hotel Funding LLC Credit Agreement 







 Lender: 
  

			
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION

		
	 By:
	 	 /S/    CASEY FOULKS


	 	 	Name: Casey Foulks
	 	 	Title:   Vice President


  
 Signature Page to
Second Amendment to Strategic Hotel Funding LLC Credit Agreement 







 Lender: 
  

			
	 RAYMOND JAMES BANK, FSB

		
	 By:
	 	 /S/    THOMAS F. MACINA


	 	 	Name: Thomas F. Macina
	 	 	Title:   Senior Vice President


  
 Signature Page to
Second Amendment to Strategic Hotel Funding LLC Credit Agreement