exv10w33w4w5w2



 





Exhibit 10.33.4.5.2

EXECUTION COPY




GUARANTOR ACKNOWLEDGEMENT




     THIS GUARANTOR ACKNOWLEDGEMENT dated as of May 22, 2007 (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, 2005 (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, 2005
(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 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.



[Signatures on Next Page]





 









 








     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 1031 GROUND LESSEE 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: /S/ DAVID BROOKS

     Name:   David Brooks

     Title:     Vice President




[Signatures Continued on Next Page]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	ASHFORD COVINGTON LP	 	 
	 

	 	 	 	By:
	 	Ashford Properties General Partner LLC, its general partner	 	 
	 	 	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	 	 
	 	 	FALMOUTH SQUARE INN LIMITED PARTNERSHIP	 	 
	 

	 	 	 	By:
	 	Ashford Properties General Partner 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:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	 	 	Title:     Vice President	 	 






[Signatures Continued on Next Page]




[Guarantor Acknowledgement Signature Page]




 









 




ASHFORD TRS CORPORATION

ASHFORD TRS IV LLC

ASHFORD TRS VI CORPORATION

ASHFORD TRS LESSEE LLC



By: /S/ DAVID J. KIMICHIK

     Name:   David J. Kimichik

     Title:     President




[Guarantor Acknowledgement Signature Page]