as
Lender
By:
/s/ Mark Walton
Name:
MarkWalton
Title:
Authorized Signatory
[Signatures Continued on Next Page]
14
Signature Page to Amended and Restated Credit Agreement dated as of
November 20, 2012 with RLJ Lodging Trust, L.P.
TD BANK, N.A., as a Lender
By:
/s/ John Howell
Name:
John Howell
Title:
Vice President
[Signatures Continued on Next Page]
Signature Page to Amended and Restated Credit Agreement dated as of
November 20, 2012 with RLJ Lodging Trust, L.P.
CO-SENIOR MANAGING AGENT:
DEUTSCHE BANK SECURITIES INC.
By:
/s/ James Rolison
Name: James Rolison
Title: Managing Director
By:
/s/ George R. Reynolds
Name: George R. Reynolds
Title: Director
LENDER:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
/s/ James Rolison
Name: James Rolison
Title: Managing Director
By:
/s/ George R. Reynolds
Name: George R. Reynolds
Title: Director
16
Signature Page to Amended and Restated Credit Agreement dated as of
November 20, 2012 with RLJ Lodging Trust, L.P.
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:
/s/ William G. Karl
Name:
William G. Karl
Title:
General Manager
[Signatures Continued on Next Page]
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each](1) Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each](2) Assignee identified in item 2 below ([the][each, an]
"Assignee").
[It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees](3) hereunder are several and not joint.](4)
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any revolving credit commitments, letters of credit, guarantees, and swingline
loans included in such facilities), and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in