caused this Second Amended and
Restated Credit Agreement to be executed by their authorized officers all as of
the day and year first above written.
BORROWER:
DiamondRock Hospitality Limited Partnership
By:
DiamondRock Hospitality Company, its sole General
Partner
By:
/s/ William J. Tennis
Name:
William
J. Tennis
Title:
Executive Vice President, General Counsel and Corporate
Secretary
PARENT:
DIAMONDROCK HOSPITALITY COMPANY
By:
/s/ Sean M. Mahoney
Name:
Sean M. Mahoney
Title:
Executive Vice President,
Chief Financial Officer and Treasurer
[Signatures Continued on Next Page]
[Signature Page to Second Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Lender
By:
Name:
Mark F. Monahan
Title:
Senior Vice
President
[Signatures Continued on Next Page]
[Signature Page to Second Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
[LENDER]
By:
Name:
Title:
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (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 guarantees 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 their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related