exv10w33w4w5w3



 





Exhibit 10.33.4.5.3




REVOLVING NOTE




			
	 	 	 
	$32,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the “Lender”), in care of Wachovia Bank,
National Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia
Center, 301 South College Street, Charlotte, North Carolina 28288, or at such other address as may
be specified in writing by the Agent to the Borrower, the principal sum of THIRTY-TWO MILLION AND
NO/100 DOLLARS ($32,000,000 ) (or such lesser amount as shall equal the aggregate unpaid principal
amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Wachovia Bank, National Association Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$32,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of MERRILL LYNCH BANK USA (the “Lender”), in care of Wachovia Bank, National
Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of THIRTY-TWO MILLION AND
NO/100 DOLLARS ($32,000,000 ) (or such lesser amount as shall equal the aggregate unpaid principal
amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Merrill Lynch Bank USA Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$32,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of MORGAN STANLEY SENIOR FUNDING, INC. (the “Lender”), in care of Wachovia Bank,
National Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia
Center, 301 South College Street, Charlotte, North Carolina 28288, or at such other address as may
be specified in writing by the Agent to the Borrower, the principal sum of THIRTY-TWO MILLION AND
NO/100 DOLLARS ($32,000,000 ) (or such lesser amount as shall equal the aggregate unpaid principal
amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Morgan Stanley Senior Funding, Inc. Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$30,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of BANK OF AMERICA, N.A. (the “Lender”), in care of Wachovia Bank, National
Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of THIRTY MILLION AND NO/100
DOLLARS ($30,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount
of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Bank of America, N.A. Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$30,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of ALLIED IRISH BANKS, P.L.C. (the “Lender”), in care of Wachovia Bank, National
Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of THIRTY MILLION AND NO/100
DOLLARS ($30,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount
of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Allied Irish Banks, p.l.c. Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$30,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of AAREAL BANK AG (the “Lender”), in care of Wachovia Bank, National Association, as
Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center, 301 South College
Street, Charlotte, North Carolina 28288, or at such other address as may be specified in writing by
the Agent to the Borrower, the principal sum of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000) (or
such lesser amount as shall equal the aggregate unpaid principal amount of Revolving Loans made by
the Lender to the Borrower under the Credit Agreement (as herein defined)), on the dates and in the
principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal
amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Aareal Bank AG Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$25,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of KEYBANK NATIONAL ASSOCIATION (the “Lender”), in care of Wachovia Bank, National
Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of TWENTY-FIVE MILLION AND
NO/100 DOLLARS ($25,000,000) (or such lesser amount as shall equal the aggregate unpaid principal
amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






KeyBank National Association Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$25,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of CALYON NEW YORK BRANCH (the “Lender”), in care of Wachovia Bank, National
Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of TWENTY-FIVE MILLION AND
NO/100 DOLLARS ($25,000,000) (or such lesser amount as shall equal the aggregate unpaid principal
amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Calyon New York Branch Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$22,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of ROYAL BANK OF CANADA (the “Lender”), in care of Wachovia Bank, National
Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of TWENTY-TWO MILLION AND
NO/100 DOLLARS ($22,000,000) (or such lesser amount as shall equal the aggregate unpaid principal
amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     This Note is being issued in replacement of that certain Revolving Note dated April 10, 2007,
executed and delivered by the Borrower, payable to the order of the Lender. THIS NOTE IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER
OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






Royal Bank of Canada Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 






 









 








REVOLVING NOTE




			
	 	 	 
	$20,000,000
	 	May 22, 2007






     FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), hereby promises to pay
to the order of UBS LOAN FINANCE LLC (the “Lender”), in care of Wachovia Bank, National
Association, as Agent (the “Agent”) at Wachovia Bank, National Association, One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of TWENTY MILLION AND NO/100
DOLLARS ($20,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount
of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein
defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in
the Credit Agreement.



     The date and amount of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder.



     This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of April
10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”) and the Agent. Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given them in the Credit
Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.



     Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by
the Lender to any Person.



     THIS NOTE 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.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



1









 





     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 

	 	By:
	 	Ashford OP General Partner LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BROOKS	 	 
	 

	 	 	 	Name:   David Brooks	 	 
	 

	 	 	 	Title:     Vice President	 	 






UBS Loan Finance LLC Revolving Note




2









 





SCHEDULE OF REVOLVING LOANS




     This Note evidences Revolving Loans made under the within-described Credit Agreement to the
Borrower, on the dates and in the principal amounts set forth below, subject to the payments and
prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 
	 	Principal
	 	Amount
	 	Unpaid	 	 
	Date of
	 	Amount of
	 	Paid or
	 	Principal
	 	Notation
	Loan
	 	Loan
	 	Prepaid
	 	Amount
	 	Made By