exv10w1






Exhibit 10.1




EXECUTION COPY




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 24, 2008 by
and among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of
the State of Delaware (the “Borrower”), ASHFORD HOSPITALITY TRUST, INC., a corporation formed under
the laws of the State of Maryland (the “Parent”), the Grantors party hereto (the “Grantors”), each
of the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as Secured Party
(the “Agent”).



     WHEREAS, the Borrower, the Parent, the Lenders, the Agent and certain other parties have
entered into that certain Credit Agreement dated as of April 10, 2007 (as amended and as in effect
immediately prior to the date hereof, the “Credit Agreement”); and



     WHEREAS, the parties hereto desire to amend the Credit Agreement for the purposes provided
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 Amendments to Credit Agreement. Subject to satisfaction of the
conditions contained in Section 3 hereof, the parties hereto agree that the Credit Agreement is
amended as follows:



     (a) Section 1.1. of the Credit Agreement is amended by adding the following definitions in the
appropriate alphabetical locations:




     “Acquired Mezzanine Debt Entity” means a Person that has become a Subsidiary or
an Unconsolidated Affiliate of the Borrower (including, without limitation, any
Person the beneficial interest of which is held by a servicer or trust on behalf of
the Borrower, any of its Subsidiaries or any of its Unconsolidated Affiliates) as a
result of the exercise by the Borrower, any of its Subsidiaries or any of its
Unconsolidated Affiliates (or any such servicer or trustee) of remedies in respect
of a defaulted Mezzanine Debt Interest held, in whole or in part, by or on behalf of
the Borrower, any such Subsidiary or any such Unconsolidated Affiliate.




     “Nonrecourse Indebtedness” means, with respect to a Person, (a) Indebtedness
for borrowed money to the extent recourse for payment (except for liability for
customary exceptions for fraud, misapplication of funds, environmental indemnities,
voluntary bankruptcy, collusive involuntary bankruptcy, and other similar exceptions
to nonrecourse liability (collectively, “Nonrecourse Exceptions”)) is contractually
limited to specific assets of such Person encumbered by a Lien securing such
Indebtedness or (b) if such Person is



 









 







a Single Asset Entity, any Indebtedness for borrowed money of such Person. A
Guaranty of Nonrecourse Exceptions by a Person shall not be considered to give rise
to Indebtedness of such Person.




     “Single Asset Entity” means a Person (other than an individual) that (a) only
owns a single Property; (b) is engaged only in the business of owning, developing
and/or leasing such Property; and (c) receives substantially all of its gross
revenues from such Property. In addition, if the assets of a Person consist solely
of (i) Equity Interests in one other Single Asset Entity and (ii) cash and other
assets of nominal value incidental to such Person’s ownership of the other Single
Asset Entity, such Person shall also be deemed to be a Single Asset Entity for
purposes of this Agreement.



     (b) The definition of “Applicable Margin” contained in Section 1.1. of the Credit Agreement is
amended by restating the table contained in clause (a) in its entirety as follows:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Net Indebtedness to	 	Applicable Margin	 	Applicable Margin
	Level	 	Total Asset Value	 	for LIBOR Loans	 	for Base Rate Loans
	1

	 	≤ 0.50 to 1.00
	 	 	2.75	%	 	 	1.75	%
	2

	 	> 0.50 to 1.00 and ≤ 0.60 to 1.00
	 	 	3.00	%	 	 	2.00	%
	3

	 	> 0.60 to 1.00
	 	 	3.50	%	 	 	2.50	%






     (c) The definitions of “Base Rate”, “Tangible Net Worth” and “Total Asset Value” contained in
Section 1.1. of the Credit Agreement are restated in their entirety as follows:




     “Base Rate” means, on any date of determination, the per annum rate of interest
equal to the greater of (a) the Prime Rate on such date, (b) the Federal Funds Rate
on such date plus one-half of one percent (0.5%) or (c) LIBOR for a one-month
Interest Period commencing on such date (or if such date is not a Business Day, on
the immediately preceding Business Day) plus the amount by which the
Applicable Margin for LIBOR Loans exceeds the Applicable Margin for Base Rate Loans.
Any change in the Base Rate resulting from a change in the Prime Rate, the Federal
Funds Rate or LIBOR shall become effective as of 12:01 a.m. on the Business Day on
which each such change occurs. The Base Rate is a reference rate used by the Lender
acting as the Agent in determining interest rates on certain loans and is not
intended to be the lowest rate of interest charged by the Lender acting as the Agent
or any other Lender on any extension of credit to any debtor.




     “Tangible Net Worth” means, as of a given date, (a) the stockholders’ equity of
the Parent and Subsidiaries determined on a consolidated basis, plus (b) accumulated
depreciation and amortization, minus (c) the following (to the extent reflected in
determining stockholders’ equity of the Parent and its Subsidiaries): (i) the amount
of any write-up in the book value of any assets contained in any balance sheet
resulting from revaluation thereof or any write-up in excess of the cost of such
assets acquired, and (ii) all amounts appearing on the assets side of any such
balance sheet for assets which would be classified as



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intangible assets under GAAP, all determined on a consolidated basis. In addition, when determining
Tangible Net Worth, non-cash impairment charges relating to loans, goodwill and
other intangibles or long-lived assets reflected in determining stockholders’ equity
of the Parent and its Subsidiaries in accordance with Statement of Financial
Accounting Standards number 114, 118, 142 or 144, as applicable, may be excluded in
an aggregate amount not to exceed $150,000,000; provided, however, any such
impairment charges attributable to an Acquired Mezzanine Debt Entity whose
Indebtedness and assets are excluded from calculations of the ratio contained in
Section 9.1.(a) pursuant to the second sentence of such Section may not be excluded
from Tangible Net Worth under this sentence.




     “Total Asset Value” means the sum of all of the following (without duplication)
of the Parent and its Subsidiaries on a consolidated basis determined in accordance
with GAAP applied on a consistent basis: (a) cash, cash equivalents and marketable
securities, plus (b) the undepreciated GAAP book value of all Properties, plus (c)
Other Net Assets. The Parent’s pro rata share of assets held by its Unconsolidated
Affiliates (excluding assets of the type described in the immediately preceding
clause (a)) will be included in Total Asset Value calculations consistent with the
above described treatment for wholly owned assets. In addition, when determining
Total Asset Value the following may be excluded: non-cash impairment charges
relating to loans, goodwill and other intangibles or long-lived assets, in each
case, reflected in book value of Properties or Other Net Assets in accordance with
Statement of Financial Accounting Standards number 114, 118, 142 or 144, as
applicable, in an aggregate amount not to exceed $150,000,000; provided, however,
any such impairment charges attributable to an Acquired Mezzanine Debt Entity whose
Indebtedness and assets are excluded from calculations of the ratio contained in
Section 9.1.(a) pursuant to the second sentence of such Section may not be excluded
from Total Asset Value under this sentence.



     (d) Section 3.6.(c) of the Credit Agreement is restated in its entirety as follows:




     (c) Revolving Extension Fee. If the Borrower exercises its right to
extend the Revolving Termination Date in accordance with Section 2.12.(a), the
Borrower agrees to pay to the Agent for the account of each Revolving Lender a fee
equal to (i) one-quarter of one percent (0.25%) of the amount of such Revolving
Lender’s Revolving Commitment (whether or not utilized) at the time of the first
such extension and (ii) one-half of one percent (0.50%) of the amount of such
Revolving Lender’s Revolving Commitment (whether or not utilized) at the time of the
second such extension. Such fee shall be due and payable in full on the date which,
but for such extension, would have been the Revolving Termination Date.



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     (e) Sections 9.1.(a) and (b) of the Credit Agreement are restated in their entirety as
follows:




     (a) Maximum Leverage Ratio. The ratio of (i) Total Net Indebtedness to
(ii) Total Asset Value (excluding cash and cash equivalents), to exceed 0.650 to
1.00 at any time. For purposes of this subsection (a), Indebtedness and assets of a
given Acquired Mezzanine Debt Entity shall be excluded from Total Net Indebtedness
and Total Asset Value if the Requisite Lenders have given their prior written
consent to such exclusion.




     (b) Minimum Fixed Charge Coverage Ratio. The ratio of (i) Adjusted
EBITDA 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 the ratio in
the table below corresponding to the applicable period:



	 	 	 
	Four-Quarter Period Ending	 	Ratio
	On or before March 31, 2011

	 	1.250 to 1.00
	After March 31, 2011

	 	1.350 to 1.00







For purposes of this subsection (b) only, cash gains or other income (losses) in
respect of Derivatives Contracts realized during any applicable period shall be (i)
deducted from (added to) Adjusted EBITDA for such period but only to the extent
included in net income when determining Adjusted EBITDA and (ii) deducted from
(added to) Fixed Charges for such period.



     (f) Section 9.2. of the Credit Agreement is restated in its entirety as follows:



     Section 9.2. Restricted Payments.




     (a) The Parent shall not, and shall not permit any of its Subsidiaries to,
effect any Restricted Payment of the type described in clause (b) or (c) of the
definition of Restricted Payment unless (x) immediately before and immediately
thereafter, no Default or Event of Default exists, and (y)(i) such Restricted
Payment consists of the acquisition by the Borrower or a Subsidiary of the Borrower
of common stock or other equivalent common Equity Interests of a Subsidiary or (ii)
in the case of any other Restricted Payment, (A) the ratio described in Section
9.1.(b) of this Agreement equals or exceeds 1.50 to 1.00 and (B) Total Indebtedness
of the Parent and all Subsidiaries determined on a consolidated basis immediately
prior to giving effect to such Restricted Payment equals or exceeds Total
Indebtedness of the Parent and all Subsidiaries determined on a consolidated basis
immediately thereafter.




     (b) Prior to January 1, 2010, the Parent shall not, and shall not permit the
Borrower to, declare or pay dividends on its respective common stock or other
equivalent common Equity Interests (excluding any Preferred Equity Interest
convertible into common stock or other equivalent common Equity Interest until so
converted); provided, that the Borrower may pay cash dividends to the Parent



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and other holders of partnership interests in the Borrower with respect to any
fiscal year ending prior to January 1, 2010 to the extent necessary for the Parent
to distribute, and the Parent may so distribute, cash dividends to its shareholders
in an aggregate amount not to exceed the amount required to be distributed for the
Parent to remain in compliance with Section 7.14.




     (c) Notwithstanding the immediately preceding subsections, if a Default or
Event of Default exists, the Parent shall not, and shall not permit any of its
Subsidiaries to, declare or make any Restricted Payment except (x) to the Parent or
any Subsidiary, (y) any Subsidiary of the Borrower that is not a Wholly Owned
Subsidiary may make Restricted Payments to the extent required by the organizational
documents of such Subsidiary and (z) the Borrower may pay cash dividends to the
Parent and other holders of partnership interests in the Borrower with respect to
any fiscal year ending during the term of this Agreement to the extent necessary for
the Parent to distribute, and the Parent may so distribute, cash dividends to its
shareholders in an aggregate amount not to exceed the amount required to be
distributed for the Parent to remain in compliance with Section 7.14.




     (d) Notwithstanding the immediately preceding subsections, if a Default or
Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f)
or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other
Event of Default any of the Obligations have been accelerated pursuant to Section
10.2.(a), the Parent shall not, and shall not permit any Subsidiary to, make any
Restricted Payments to any Person other than to the Parent or any Subsidiary.



     (g) Section 10.1.(e)(i) of the Credit Agreement is restated in its entirety as follows:




     (i) The Parent, the Borrower, any other Subsidiary or any other Loan Party
shall fail to pay when due and payable, within any applicable grace or cure period,
the principal of, or interest on, any Indebtedness (other than the Loans and
Reimbursement Obligations, Indebtedness in respect of Derivatives Contracts and
Nonrecourse Indebtedness of any Subsidiary that is an Acquired Mezzanine Debt
Entity) having an aggregate outstanding principal amount of $25,000,000 or more (or
$150,000,000 or more in the case of Nonrecourse Indebtedness) (all such Indebtedness
being referred to as “Material Indebtedness”);



     Section 2. Reduction of Revolving Commitments. Pursuant to Section 2.11. of the
Credit Agreement, the Borrower hereby notifies the Agent and the Lenders that, upon the
effectiveness of this Amendment, the aggregate amount of the Revolving Commitments shall be
permanently reduced by $50,000,000. The parties hereto waive the requirement under such Section
that the Borrower give not less than 5 Business Days notice of such reduction.



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     Section 3. Conditions Precedent. The effectiveness of this Amendment is subject to
the 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 Parent, the Borrower and the
Requisite Lenders;




     (b) the Acknowledgment substantially in the form of Exhibit A attached hereto, executed
by the Borrower and each Guarantor;




     (c) copies certified by the Secretary or Assistant Secretary (or other individual
performing similar functions) of the Borrower and the Parent of all corporate, partnership
or other necessary action taken by such party to authorize the execution, delivery and
performance of this Amendment, the Credit Agreement, as amended by this Amendment and the
other the documents, instruments and agreements being executed by such party in connection
with this Amendment;




     (d) evidence that the Borrower shall have paid to the Agent for the account of the
Revolving Lenders $50,000,000 in immediately available funds for application to the
outstanding principal balance of the Revolving Loans;




     (e) evidence that the Borrower shall have paid all Fees due and payable with respect to
this Amendment, including without limitation, the Fees payable under Section 8 below; and




     (f) such other documents, instruments and agreements as the Agent may reasonably
request.



     Section 4. Representations. The Borrower and the Parent represent and warrant to the
Agent and the Lenders that:



     (a) Authorization. Each of the Parent and the Borrower 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 the Parent and the Borrower and each of this Amendment and the Credit
Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Parent and
the Borrower enforceable against each such party in accordance with its respective terms.



     (b) Compliance with Laws, etc. The execution and delivery by the Parent and the
Borrower of this Amendment and the performance by the Parent and the Borrower 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 Approvals or violate any Applicable Laws relating to the Parent or the Borrower; (ii)
conflict with, result in a breach of or constitute a default under the



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Parent’s or Borrower’s
partnership agreement, bylaws, articles of formation or incorporation or any indenture, agreement
or other instrument to which the Parent or the Borrower is a party or by which it or any of its
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 the
Parent or the Borrower other than Permitted Liens.




     (c) Guarantors and Subsidiaries. All Subsidiaries of the Borrower that are required
to become Guarantors under Section 7.12. of the Credit Agreement are parties to the Guaranty. Each
Released Guarantor (as defined in Section 6 below) (i) qualifies, or will qualify simultaneously
with its release from the Guaranty pursuant to this Amendment, as an Excluded Subsidiary or has
ceased to be, or simultaneously with its release from the Guaranty pursuant to this Amendment will
cease to be, a Material Subsidiary or a Subsidiary and (ii) no Default or Event of Default shall
then be in existence or would occur as a result of such release.



     (d) 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.



     Section 5. Reaffirmation of Representations by the Parent and the Borrower. Each of
the Parent and the Borrower hereby repeats and reaffirms all representations and warranties made by
it 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 accurate on and as of such earlier date) and except for changes
in factual circumstances or transactions not prohibited by the Credit Agreement.



     Section 6. Release. Pursuant to Section 7.13(a) of the Credit Agreement, the Agent
and each Lender hereby releases Ashford Finance Subsidiary II LP (“AFS”) and Ashford Finance
Subsidiary II General Partner LLC (together with AFS, each a “Released Guarantor”) from the
Guaranty, the Pledge Agreement and the Security Agreement, to which they are a party.



     Section 7. 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 8. Amendment Fee. In consideration of the Lenders party hereto agreeing to
amend the Credit Agreement as provided herein, the Borrower agrees to pay to the Agent for the
account of each Lender executing this Amendment an amendment fee equal to 0.50% of the amount of
such Lender’s Revolving Commitment as in effect immediately prior to giving effect this Amendment
and the reduction of the amount of the Revolving Commitments provided for in Section 2 hereof;
provided, however, such amendment fee shall only be payable to (a) the Agent, as a
Lender and (b) each other Lender who executes and delivers to the Agent or its counsel a
counterpart of this Amendment not later than 5:00 p.m. (Charlotte, North Carolina time), December
23, 2008 in accordance with instructions provided to the Lenders by the Agent.



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     Section 9. Expenses. The Borrower shall reimburse the Agent upon demand for all
reasonable costs and expenses (including reasonable attorneys’ fees) actually 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 10. Benefits. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.



     Section 11. 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 12. 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 13. 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 14. 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 Third Amendment to Credit Agreement to
be executed by their authorized officers all as of the day and year first written above.



	 	 	 	 	 
	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP

 	 
	 	By:  	Ashford OP General Partner LLC, its sole General Partner
 	 
	 	 	 
	 	By:  	                        /s/ David Brooks
 	 
	 	 	Name:  	David Brooks 	 
	 	 	Title:  	Vice President 	 
	 
	 	ASHFORD HOSPITALITY TRUST, INC.

 	 
	 	By:  	/s/ David Brooks
 	 
	 	 	Name:  	David Brooks 	 
	 	 	Title:  	Vice President 	 



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[Signature Page to Third Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as a Lender

 	 
	 	By:  	/s/ Matthew Ricketts
 	 
	 	 	Name:  	Matthew Ricketts 	 
	 	 	Title:  	Vice President 	 



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[Signature Page to Third Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 
	 	MERRILL LYNCH BANK USA, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[Signature Page to Third Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[Signature Page to Third Amendment to Credit

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	AAREAL BANK AG, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	ALLIED IRISH BANKS, P.L.C. , as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[Signature Page to Third Amendment to Credit Agreement

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	 	CALYON NEW YORK BRANCH, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[Signature Page to Third Amendment to Credit Agreement

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	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[Signature Page to Third Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[Signature Page to Third Amendment to Credit Agreement

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	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[Signature Page to Third Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT A




FORM OF GUARANTOR ACKNOWLEDGEMENT




     THIS GUARANTOR ACKNOWLEDGEMENT dated as of December      , 2008 (this “Acknowledgment”) 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, the Borrower, the Lenders, the Agent and certain other parties have entered into that
certain Credit Agreement dated as of April 10, 2007 (as amended and in effect immediately prior to
the date hereof, the “Credit Agreement”);



     WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of April 10, 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 Agent and the Lenders are to enter into a Third Amendment to 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 Acknowledgment.



     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 REAFFIRMATION 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 Reaffirmation 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.



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



	 	 	 	 	 
	 	ASHFORD HOSPITALITY TRUST, INC.

ASHFORD 1031 GP LLC

ASHFORD CREDIT HOLDING LLC

ASHFORD FINANCE SUBSIDIARY II GENERAL 
     PARTNER LLC

ASHFORD HHC LLC

ASHFORD HHC II LLC

ASHFORD HHC III LLC

ASHFORD HOSPITALITY FINANCE ALBUQUERQUE     GENERAL PARTNER LLC

ASHFORD HOSPITALITY FINANCE GENERAL 
     PARTNER LLC

ASHFORD IHC LLC

ASHFORD MEZZ BORROWER LLC

ASHFORD OP GENERAL PARTNER LLC

ASHFORD OP LIMITED PARTNER LLC

BUCKS COUNTY MEMBER LLC

ASHFORD PROPERTIES GENERAL PARTNER LLC

FL/NY GP LLC

 	 
	 	By:  	 	 
	 	 	Name:  	David Brooks 	 
	 	 	Title:  	Vice President 	 
	 



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A-1









 









[Signature Page to Guarantor Acknowledgment

for Ashford Hospitality Limited Partnership]





	 	 	 	 	 
	 	GUARANTORS (CONT.):	 
	 
	 	ASHFORD FINANCE SUBSIDIARY II LP
 	 
	 	By:  	                               Ashford Finance Subsidiary II General Partner
 	 
	 	 	LLC, its general partner 	 
	 	ASHFORD HOSPITALITY FINANCE ALBUQUERQUE LP	 
	 	By:  	                               Ashford Hospitality Finance Albuquerque General
 	 
	 	 	Partner LLC, its general partner 	 
	 	ASHFORD HOSPITALITY FINANCE LP
 	 
	 	By:  	Ashford Hospitality Finance General Partner LLC,
 	 
	 	 	its general partner 	 
	 	COMMACK NEW YORK HOTEL LIMITED 
     PARTNERSHIP
 	 
	 	By:  	FL/NY GP LLC, its general partner	 
	 	CORAL GABLES FLORIDA HOTEL LIMITED

     PARTNERSHIP
 	 
	 	By:  	                               Ashford 1031 GP LLC, its general partner
 	 
	 	HYANNIS MASSACHUSETTS HOTEL LIMITED

     PARTNERSHIP
 	 
	 	By:  	                               Ashford 1031 GP LLC, its general partner
 	 
	 	SOUTH YARMOUTH MASSACHUSETTS HOTEL
LIMITED 
     PARTNERSHIP
 	 
	 	By:  	                               Ashford 1031 GP LLC, its general partner
 	 
	 	WESTBURY NEW YORK HOTEL LIMITED 
     PARTNERSHIP
 	 
	 	By:  	                            FL/NY GP LLC, its general partner
 	 
	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	David Brooks 	 
	 	 	Title:  	Vice President 	 
	 



[Signatures Continued on Next Page]




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Signature Page to Guarantor Acknowledgment

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 
	 	GUARANTORS (CONT.):



ASHFORD TRS CORPORATION

ASHFORD TRS VI CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	David J. Kimichik 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	ASHFORD HHC PARTNERS LP	 
	 	By:  	 Ashford HHC LLC, its general partner
 	 
	 	ASHFORD HHC PARTNERS II LP
 	 
	 	By:  	 Ashford HHC II LLC, its general partner
 	 
	 	ASHFORD HOSPITALITY FINANCE
        LA JOLLA
LP
 	 
	 	By:  	 Ashford Hospitality Finance California
 	 
	 	 	General Partner LLC, its general partner 	 
	 	ASHFORD HOSPITALITY SERVICING LLC

ASHFORD HOSPITALITY FINANCE 
        CALIFORNIA GENERAL PARTNER, LLC

 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	David Brooks 	 
	 	 	Title:  	Vice President 	 
	 




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