exv10w33w4w5w1



 





Exhibit 10.33.4.5.1

EXECUTION COPY




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 22, 2007 by and
among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the
State of Delaware (the “Borrower”), each of the Lenders party hereto, and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent (the “Agent”).



     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”); and



     WHEREAS, the parties hereto desire to amend the Credit Agreement to increase the aggregate
amount of the Revolving Commitments to $300,000,000.



     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. Subject to satisfaction of the
conditions contained in Section 2 hereof, the parties hereto agree that the Credit Agreement is
amended by deleting Schedule I in its entirety and replacing it with Schedule I attached hereto.



     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 and all of the Lenders;



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



     (c) An opinion of counsel to the Borrower and the other Loan Parties addressed to the Agent
and the Lenders covering such matters as the Agent may reasonably request;



     (d) A Revolving Note duly executed by the Borrower in favor of each Lender increasing their
respective Revolving Commitment pursuant this Amendment and each New Lender (as defined in Section
7 below) in the amount set forth next to such Lender’s name on Schedule I attached hereto;



     (e) Evidence that the Borrower shall have paid all Fees due and payable with respect to this
Amendment; and



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



 









 





     Section 5. Representations. The Borrower represents and warrants to the Agent and
the Lenders that:



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



     (b) Compliance with Laws, etc. The execution and delivery by the Borrower of this
Amendment and the performance by 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 Borrower; (ii) conflict with, result in a breach of or
constitute a default under the Borrower’s partnership agreement or any indenture, agreement or
other instrument to which 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 Borrower other than Permitted Liens.



     (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.



     Section 6. Reaffirmation of Representations by Borrower. The Borrower hereby repeats
and reaffirms all representations and warranties made by the Borrower 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 7. Joinder and Representations of New Lenders. Each Lender that was not
party to the Credit Agreement immediately prior to giving effect to this Amendment (a “New Lender”)
(i) represents and warrants to the Agent, the Lenders and the Borrower that it is (A) legally
authorized to enter into this Amendment and to become a Lender under the Credit Agreement and (B)
an “accredited investor” (as such term is used in Regulation D of the Securities Act); (ii)
confirms that it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant thereto and such other documents and information
(including without limitation the Loan Documents) as such New Lender has deemed appropriate to make
its own credit analysis and decision to become a Lender; (iii) appoints and authorizes the Agent to
take such action as contractual representative on such New Lender’s behalf and to exercise such
powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto; and (iv)
acknowledges and agrees that it will become a party to and shall be



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bound by the Credit Agreement and the other Loan Documents to which the other Lenders are a
party as of the date hereof and will perform in accordance therewith all of the obligations which
are required to be performed by it as if such New Lender were an original Lender under and
signatory to the Credit Agreement.



     Section 8. 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 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.



[Signatures on Next Page]





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     IN WITNESS WHEREOF, the parties hereto have caused this First 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	 	 






[Signatures Continue on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




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

	 	By:
	 	/S/ AMIT KHIMJI	 	 
	 

	 	 	 	Name:           
              
            
   	 	 
	 

	 	 	 	Title:            
             
               
  	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ LOUIS ALDER	 	 
	 

	 	 	 	Name:           
              
            
   	 	 
	 

	 	 	 	Title:           
              
              
   	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DANIEL TWENGE	 	 
	 

	 	 	 	Name:         
             
               
   	 	 
	 

	 	 	 	Title:          
             
              
     	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




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

	 	By:
	 	/S/ LESA J. BUTLER	 	 
	 

	 	 	 	Name:           
             
             
   	 	 
	 

	 	 	 	Title:          
              
              
    	 	 





[Signatures Continued on Next Page]





 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	AAREAL BANK AG, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ STEFAN KOLLE	 	 
	 

	 	 	 	Name:          
             
              
   	 	 
	 

	 	 	 	Title:          
             
              
     	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ PETRA FRIEDHOFER	 	 
	 

	 	 	 	Name:         
             
               
   	 	 
	 

	 	 	 	Title:          
             
              
     	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




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

	 	By:
	 	/S/ BRIAN DEEGAN	 	 
	 

	 	 	 	Name:           
              
            
   	 	 
	 

	 	 	 	Title:           
              
             
    	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ THOMAS FRITTON	 	 
	 

	 	 	 	Name:         
             
               
   	 	 
	 

	 	 	 	Title:          
             
              
     	 	 





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[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAVID BOWERS	 	 
	 

	 	 	 	Name:          
             
              
   	 	 
	 

	 	 	 	Title:          
             
              
     	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ JOSEPH ASCIOLLA	 	 
	 

	 	 	 	Name:          
             
              
   	 	 
	 

	 	 	 	Title:          
              
             
     	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ MICHAEL P. SZUBA	 	 
	 

	 	 	 	Name:         
              
              
   	 	 
	 

	 	 	 	Title:         
              
              
     	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ DAN LEPAGE	 	 
	 

	 	 	 	Name:          
             
              
   	 	 
	 

	 	 	 	Title:         
              
              
     	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ JAY CHALL	 	 
	 

	 	 	 	Name:          
             
              
   	 	 
	 

	 	 	 	Title:         
              
              
     	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ JAMES NEIRA	 	 
	 

	 	 	 	Name:         
            
                
   	 	 
	 

	 	 	 	Title:          
             
              
     	 	 





[Signatures Continued on Next Page]




 









 








[Signature Page to First Amendment to Credit Agreement

for Ashford Hospitality Limited Partnership]




	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ RICHARD L. TAVROW	 	 
	 

	 	 	 	Name:          
             
              
   	 	 
	 

	 	 	 	Title:          
             
              
     	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ MARY E. EVANS	 	 
	 

	 	 	 	Name:          
             
              
   	 	 
	 

	 	 	 	Title:          
              
             
     	 	 






 









 








SCHEDULE I




Commitments




	 	 	 	 	 
	Lender	 	Revolving Commitment
	Wachovia Bank, National Association
	 	$	32,000,000	 
	Merrill Lynch Bank USA
	 	$	32,000,000	 
	Morgan Stanley Senior Funding, Inc.
	 	$	32,000,000	 
	Bank of America, N.A.
	 	$	30,000,000	 
	Allied Irish Banks, p.l.c.
	 	$	30,000,000	 
	Aareal Bank AG
	 	$	30,000,000	 
	KeyBank National Association
	 	$	25,000,000	 
	Calyon New York Branch
	 	$	25,000,000	 
	Credit Suisse, Cayman Islands Branch
	 	$	22,000,000	 
	Royal Bank of Canada
	 	$	22,000,000	 
	UBS Loan Finance LLC
	 	$	20,000,000	 







A-1









 








EXHIBIT B




FORM OF GUARANTOR ACKNOWLEDGEMENT




     THIS GUARANTOR ACKNOWLEDGEMENT dated as of May, ___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]




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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 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]




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	 	 	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]




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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]





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