EXHIBIT 10.15.01
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FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of
August 17, 2004
among
ASHFORD HOSPITALITY LIMITED PARTNERSHIP,
as Borrower,
ASHFORD HOSPITALITY TRUST, INC.,
ASHFORD OP GENERAL PARTNER LLC,
ASHFORD OP LIMITED PARTNER LLC,
ASHFORD TRS CORPORATION, and
THE BORROWING BASE SUBSIDIARIES PARTY HERETO,
as Guarantors,
THE LENDERS PARTY HERETO,
CALYON NEW YORK BRANCH (as successor in
interest to Credit Lyonnais New York Branch),
as Administrative Agent and Sole Lead
Arranger and Book Manager,
and
MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services, Inc.,
as Syndication Agent
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FIRST AMENDMENT TO CREDIT AGREEMENT dated as of August 17, 2004 (this
"Amendment"), among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Borrower") having an office at 14185 Dallas Parkway, Suite
1100, Dallas, Texas 75254, the Guarantors as of the date hereof, the Lenders as
of the date hereof, CALYON NEW YORK BRANCH (as successor in interest to Credit
Lyonnais New York Branch), as administrative agent for the Lenders (in its
capacity as administrative agent for the Lenders, together with any permitted
successor administrative agent, the "Administrative Agent") and sole lead
arranger and book manager, and MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services, Inc., as syndication agent (in such capacity,
the "Syndication Agent").
WHEREAS, Borrower, Guarantors, Administrative Agent, Syndication
Agent and Lenders are parties to that certain Credit Agreement dated as of
February 5, 2004, as supplemented by that certain Joinder Agreement and
Ratification dated as of March 24, 2004 and that certain Joinder Agreement and
Ratification dated as of May 17, 2004 (as so supplemented, the "Existing Credit
Agreement") (all capitalized terms used but not defined herein shall have the
meaning set forth in the Existing Credit Agreement); and
WHEREAS, Borrower, Guarantors, Administrative Agent, Syndication
Agent and Lenders desire to amend the Existing Credit Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in this Amendment, and for good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
AMENDMENT TO THE EXISTING CREDIT AGREEMENT
SECTION 1.01. Additional Definitions. The following definitions are
hereby added to the Existing Credit Agreement:
(a) "First Extension Period" has the meaning set forth in Section
2.21(a) hereof.
(b) "Initial Maturity Date" means August 17, 2007.
(c) "Loan-to-NOI Ratio" means, as of any date, the ratio of (a) the
aggregate Revolving Credit Exposure as of such date to (b) Borrowing Base
Net Operating Income for the twelve (12) consecutive fiscal month period
with respect to which financial statements, computations and certificates
were most recently delivered to the Administrative Agent pursuant to
Sections 5.01(c) and (e)(i) hereof (provided that if any such documents
are not delivered to the Administrative Agent within the time required
pursuant to said Sections, the Administrative Agent may, in its
discretion, determine the
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Loan-to-NOI Ratio based on its estimate of Borrowing Base Net Operating
Income for such period).
(d) "Second Extension Period" has the meaning set forth in Section
2.21(a) hereof.
SECTION 1.02. Amendments. The Existing Credit Agreement is hereby
amended as follows:
(a) The definition of "Acquisition Costs" is hereby amended by
deleting the text "Newly-Acquired Borrowing Base Property" wherever it
appears therein and replacing it with the text "Borrowing Base Property".
(b) The definition of "Applicable Margin" is hereby deleted in its
entirety and replaced with the following:
"Applicable Margin" means with respect to Loans maintained as
(a) Base Rate Loans, one and one-quarter percent (1.25%) per annum
and (b) LIBOR Loans, (i) two and three-tenths percent (2.30%) if the
Loan-to-NOI Ratio is greater than 7.0:1.0, (ii) two and fifteen
one-hundredths percent (2.15%) if the Loan-to-NOI Ratio is greater
than or equal to 6.0:1.0 but less than or equal to 7.0:1.0, and
(iii) two percent (2.00%) if the Loan-to-NOI Ratio is less than
6.0:1.0, in each of the foregoing cases, as confirmed by, and
effective as of the date of, the notice by the Administrative Agent
to the Borrower of any adjustment delivered pursuant to Section
5.01(e) hereof (or, if any financial statements, computations or
certificates required pursuant to Section 5.01(c) or (e)(i) hereof
are not delivered to the Administrative Agent within the time
required pursuant to said Sections, as of any date that the
Administrative Agent notifies the Borrower in writing (which notice
may be by facsimile transmission to the Borrower only) of such
adjustment)."
(c) The definition of "Borrowing Base" is hereby deleted in its
entirety and replaced with the following:
"`Borrowing Base' means, as of any date of determination, an
amount equal to the sum of the lesser of (a) the Implied Loan Amount
and (b) the lesser of (i) sixty-five percent (65%) of the aggregate
Appraised Values of all Borrowing Base Properties and (ii)
sixty-five percent (65%) of the aggregate Acquisition Costs of all
Borrowing Base Properties; provided, however that, with respect to
any Borrowing Base Property, if the Administrative Agent has
obtained an Appraisal pursuant to Section 5.14 hereof independently
or at the request of the Borrower (which request may be made only
one (1) time as to any Borrowing Base Property) after such Borrowing
Base Property has been admitted to the Borrowing Base hereunder,
then the amount of such Borrowing Base Property's contribution to
the Borrowing Base shall be determined for purposes of clauses (i)
and (ii) above solely with respect to such Appraised Value."
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(d) The definition of "Borrowing Base Net Operating Income" is
hereby amended by deleting the proviso therein and deleting the last
sentence thereof.
(e) Clause (l) of the definition of "Borrowing Base Property" is
hereby amended by deleting the text ", if such Borrowing Base Property
would be a Newly-Acquired Borrowing Base Property," therein.
(f) The definition of "Commitment Fee Rate" is hereby deleted in its
entirety and replaced with the following:
"`Commitment Fee Rate' means, at any time, the per annum rate
equal to (i) if the aggregate Revolving Credit Exposures of the
Lenders at such time is less than or equal to one-half (1/2) of the
Maximum Revolver Amount, one-half of one percent (0.50%), (ii) if
the aggregate Revolving Credit Exposures of the Lenders is less than
or equal to three-quarters (3/4) but greater than one-half (1/2) of
the Maximum Revolver Amount at such time, three hundred and
seventy-five one thousandths of one percent (0.375%), and (iii) if
the aggregate Revolving Credit Exposures of the Lenders is greater
than three-quarters (3/4) of the Maximum Revolver Amount at such
time, one-quarter of one percent (0.25%)."
(g) The definition of "Implied Loan Constant Rate" is hereby deleted
in its entirety and replaced with the following:
"`Implied Loan Constant Rate' means, as to any period with
respect to which Implied Debt Service is being determined, a rate
per annum equal to the greatest of:
(a) eight and nine-tenths percent (8.90%);
(b) two and one-half percent (2.50%) in excess of the
then most-recently published annual yield to maturity of the
U.S. Treasury Constant Maturity Series with a five (5) year
maturity, as such yield is reported on such date in the
"Federal Reserve Statistical Release H.15 - Selected Interest
Rates", or any successor publication, published by the Board
in effect on the date of calculation. In the event such rate
per annum is no longer available, the rate described in this
clause (b) shall be two and one-half percent (2.50%) in excess
of the most-recent per annum rate equal to the annual yield to
maturity on a comparable debt security with a five (5) year
maturity issued by the Federal National Mortgage Association,
as determined by the Administrative Agent; and
(c) the interest rate in effect hereunder on the date of
calculation, determined on a weighted average basis based on
the respective principal balances of each Loan and any LC
Exposure."
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(h) The definition of "Maturity Date" is hereby deleted in its
entirety and replaced with the following:
"`Maturity Date' means the Initial Maturity Date, as same may
have been extended pursuant to Section 2.21 hereof."
(i) The definition of "Newly-Acquired Borrowing Base Property" is
hereby deleted in its entirety.
(j) The definition of "Rate Agreements" is hereby deleted in its
entirety and replaced with the following:
"`Rate Agreement' means an interest rate swap (including any
Swap Agreement), cap or other interest rate protection product."
(k) Section 2.05(e) is hereby amended by deleting each occurrence of
the text "or the Implied Loan Amount" therein.
(l) Section 2.11 is hereby amended by deleting the text "; or" at
the end of clause (i) thereof and replacing it with "." and by deleting
clause (ii) thereof in its entirety.
(m) Section 4.02(i) is hereby deleted in its entirety and replaced
with the following text: "Intentionally Omitted".
(n) Section 4.03(b)(ix) is hereby amended by deleting the text "In
the case of any Hotel which if qualifying as a Borrowing Base Property
would be a Newly-Acquired Borrowing Base Property," therein and replacing
it with the text "If applicable,".
(o) Section 4.03(b)(xvii) is hereby deleted in its entirety and
replaced with the following text: "Intentionally Omitted".
(p) Section 4.03(c) is hereby amended by inserting the text "or"
immediately after clause (i) thereof and deleting the text "or (iii) the
requirements set forth in provisos in the definition of "Borrowing Base"
herein" therein.
(q) Section 4.03(d) is hereby deleted in its entirety and replaced
with the following text: "Intentionally Omitted".
(r) Section 4.03(e) is hereby amended by deleting the text ", and in
any case shall not exceed the Implied Loan Amount" in clause (iii) thereof
and by deleting clause (vi) thereof in its entirety.
(s) Section 5.01(e) is hereby deleted in its entirety and replaced
with the following:
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"Promptly after the preparation thereof, and no later than
forty-five (45) days after the last day of each fiscal quarter of
the Borrower, (i) computations of Borrowing Base Net Operating
Income for each Borrowing Base Property, the Loan-to-NOI Ratio,
Interest Coverage Ratio and Tangible Net Worth, set forth in a
certificate executed by a Financial Officer of the Borrower, and
(ii) a Borrowing Base Certificate executed by a Financial Officer of
the Borrower setting forth its computation of the Borrowing Base,
including its computation of the Implied Loan Amount, in each case
as of the last day of such fiscal quarter. The Administrative Agent
shall within ten (10) days of receipt of such information (and with
respect to the Applicable Margin, the operating statements for such
fiscal quarter required pursuant to Section 5.01(c) hereof), notify
the Borrower in writing (which notice may be by facsimile
transmission to the Borrower only) of any calculation errors or
other errors in the calculation of Borrowing Base Net Operating
Income or the Loan-to-NOI Ratio determined by Administrative Agent
on the basis of the definition of "Borrowing Base Net Operating
Income" herein, any corresponding adjustments to the Borrowing Base
and any resulting adjustment to the Applicable Margin."
(t) Section 5.14 is hereby amended by deleting the phrase
"`Newly-Acquired Borrowing Base Property'" therein and replacing it with
the phrase "`Borrowing Base'" and by adding the following sentence as the
last sentence thereof:
"If the Borrower makes a request for an Appraisal as referred
to in the definition of "Borrowing Base" herein, the Administrative Agent
shall obtain same and deliver copies to the Borrower and the Lenders at
the Borrower's expense."
(u) Section 6.01(d) is hereby deleted in its entirety and replaced
with the following text:
"Recourse Indebtedness in an aggregate principal amount for
the REIT, the Borrower and their respective Subsidiaries (other than
any Borrowing Base Subsidiary) not in excess of $15,000,000 at any
time outstanding; excluding from such $15,000,000 limitation (i) any
Indebtedness referred to in clause (a) or (b) above, and (ii) any
Indebtedness in connection with credit facilities provided to the
REIT and/or the Borrower and/or their respective Consolidated
Subsidiaries (other than any Borrowing Base Subsidiary) in an
aggregate principal amount at any time outstanding which does not
exceed the lesser of (y) $150,000,000 or (z) twenty-five percent
(25%) of the Total Assets."
(v) Section 6.04 is hereby amended by deleting the text "Guarantee"
and "Guarantees" where they appear in the first grammatical paragraph,
clause (b) and the second line of clause (f) thereof and replacing them
with the text "guarantee" and "guarantees" respectively.
(w) Section 6.15 is hereby amended by deleting each sentence therein
other than the last sentence thereof.
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(x) The form of Borrowing Base Certificate attached to the Existing
Credit Agreement as Exhibit N is hereby replaced with the form attached
hereto as Exhibit A.
(y) The following is hereby added as Section 2.21 of the Credit
Agreement:
"SECTION 2.21. Extension of Maturity Date.
(a) Generally. Subject to the conditions set forth in Section
2.21(b) and (c) hereof, the Borrower shall have two (2) options to
extend the Maturity Date. The first option shall be exercisable as
provided in Section 2.21(b) hereof and shall extend the Initial
Maturity Date to August 17, 2008 (such extension period is referred
to herein as the "First Extension Period"). The second option shall
be exercisable as provided in Section 2.21(c) hereof and shall
extend the Maturity Date to August 17, 2009 (such extension period
is referred to herein as the "Second Extension Period").
(b) Conditions to First Extension Period. The Borrower's
option to extend the Initial Maturity Date as referred to in Section
2.21(a) hereof for the First Extension Period shall be subject to
the following conditions being satisfied by the Borrower at its sole
cost and expense to the satisfaction of the Administrative Agent,
except to the extent that the Administrative Agent may elect (which
election may be made without written or express notice of such
waiver) to waive any of the following conditions, on or prior to the
Initial Maturity Date:
(i) The Borrower shall have delivered to the
Administrative Agent an irrevocable written notice of the
Borrower's election to extend the Initial Maturity Date no
later than thirty (30) days, but no earlier than ninety (90)
days, prior to the first day of the First Extension Period;
(ii) No Default arising under Section 6.13 or 6.14 of
the Credit Agreement (as of the fiscal quarter ending on June
30, 2007), First Tier Default or Event of Default shall have
occurred and then be continuing as of the first day of the
First Extension Period;
(iii) As of the first day of the First Extension Period,
the aggregate Revolving Credit Exposure of the Lenders shall
not exceed the Borrowing Base;
(iv) The Borrower shall have delivered to the
Administrative Agent (w) a certification that no Default
arising under Section 6.13 or 6.14 of the Credit Agreement
(determined as of the last day of the fiscal quarter ending on
June 30, 2007), First Tier Default or Event of Default exists,
(x) a ratification by the Borrower and the Guarantors that the
Financing Documents are ratified and continue in full force
and effect, (y) a title
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report on each Borrowing Base Property which shall show no
liens of record or other encumbrances or exceptions to title
except those permitted under the applicable Mortgages and (z)
current tax lien, Uniform Commercial Code, bankruptcy and
judgment searches against the Borrower and each Guarantor in
such jurisdictions required by the Administrative Agent, which
searches shall be acceptable in content to the Administrative
Agent;
(v) The Borrower shall have paid to the Administrative
Agent all reasonable costs and expenses, including reasonable
attorneys' fees, incurred in connection with such extension;
and
(vi) The Borrower shall have paid to the Administrative
Agent for the ratable benefit of the Lenders on the first day
of the First Extension Period a fee for such extension in the
amount equal to twenty one-hundredths of one percent (0.20%)
of the aggregate amount of the Commitments of all Lenders as
of the first day of the First Extension Period.
(c) Conditions to Second Extension Period. The Borrower's
option to extend the Maturity Date as referred to in Section 2.21(a)
hereof for the Second Extension Period shall be subject to the
following conditions being satisfied by the Borrower at its sole
cost and expense to the satisfaction of the Administrative Agent,
except to the extent that the Administrative Agent may elect (which
election may be made without written or express notice of such
waiver) to waive any of the following conditions, on or prior to the
Initial Maturity Date:
(i) The Initial Maturity Date shall have been extended
through the First Extension Period as provided in Section
2.21(b) hereof;
(i) The Borrower shall have delivered to the
Administrative Agent an irrevocable written notice of the
Borrower's election to extend the Maturity Date no later than
thirty (30) days, but no earlier than ninety (90) days, prior
to the first day of the Second Extension Period;
(ii) No Default arising under Section 6.13 or 6.14 of
the Credit Agreement (as of the fiscal quarter ending on June
30, 2008), First Tier Default or Event of Default shall have
occurred and then be continuing as of the first day of the
Second Extension Period;
(iii) As of the first day of the Second Extension
Period, the aggregate Revolving Credit Exposure of the Lenders
shall not exceed the Borrowing Base;
(iv) The Borrower shall have delivered to the
Administrative Agent (w) a certification that no Default
arising under Section 6.13 or 6.14
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of the Credit Agreement (determined as of the last day of the
fiscal quarter ending on June 30, 2008), First Tier Default or
Event of Default exists, (x) a ratification by the Borrower
and the Guarantors that the Financing Documents are ratified
and continue in full force and effect, (y) a title report on
each Borrowing Base Property which shall show no liens of
record or other encumbrances or exceptions to title except
those permitted under the applicable Mortgages and (z) current
tax lien, Uniform Commercial Code, bankruptcy and judgment
searches against the Borrower and each Guarantor in such
jurisdictions required by the Administrative Agent, which
searches shall be acceptable in content to the Administrative
Agent;
(v) The Borrower shall have paid to the Administrative
Agent all reasonable costs and expenses, including reasonable
attorneys' fees, incurred in connection with such extension;
and
(vi) The Borrower shall have paid to the Administrative
Agent for the ratable benefit of the Lenders on the first day
of the Second Extension Period a fee for such extension in the
amount equal to twenty one-hundredths of one percent (0.20%)
of the aggregate amount of the Commitments of all Lenders as
of the first day of the Second Extension Period."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Borrower and each Guarantor hereby represents and warrants to the
Administrative Agent, the Syndication Agent and the Lenders as follows:
SECTION 2.01. Existence and Power. Each such Credit Party is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all necessary powers required to enter into
this Amendment and to perform its obligations under the Existing Credit
Agreement, as amended hereby.
SECTION 2.02. Authorization; No Contravention. The execution and
delivery by each such Credit Party of this Amendment and the performance of the
Existing Credit Agreement, as amended hereby, (a) are within its powers and have
been duly authorized by all necessary action, (b) require no action by or in
respect of, or filing with, any Governmental Authority, any property manager or
other third party, (c) do not contravene, or constitute a breach of or default
under, any provision of applicable law or regulation, any of its constitutive
documents or of any judgment, injunction, order, decree, permit, license, note,
mortgage, agreement or other material instrument binding upon such Person or any
of its Subsidiaries or their respective assets and (d) do not result in the
creation or imposition of any Lien on any asset of any Credit Party or any of
its Subsidiaries (except the Security Interests).
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SECTION 2.03. Binding Effect. This Amendment has been duly executed
and delivered by such Credit Party and the Existing Credit Agreement, as amended
hereby, constitutes the valid and binding agreement of each such Credit Party,
in each case enforceable in accordance with their respective terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws relating to the enforcement
of creditors' rights generally and by general equitable principles.
SECTION 2.04. Representations and Warranties in Financing Documents.
Without limiting the foregoing, all representations and warranties of such
Credit Party set forth in the Existing Credit Agreement, as amended hereby, and
the other Financing Documents, are, giving effect to this Amendment, true and
correct in all material respects as of the date hereof, provided that any such
representations and warranties that by their express terms are made as of a
specific date are true and correct in all material respects as of such specific
date. In connection with the foregoing representations and warranties, Exhibits
B, C, E, F, G, H, I and J of the Credit Agreement are each hereby amended to
include the information set forth on Exhibits B, C, D, E, F, G, H and I,
respectively, attached hereto, the date of September 30, 2003 set forth in
clauses (a) and (b) of Section 3.04 of the Credit Agreement shall refer to March
31, 2004, the reference to "the date hereof" set forth in clause (i) of Section
3.04 of the Credit Agreement shall refer to the date of this Amendment, and the
reference to the Effective Date set forth in Section 3.19 of the Credit
Agreement shall refer to the date of this Amendment.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Effectiveness of Change of Commitment Fee Rate. The
modification of the Commitment Fee Rate set forth in Section 1.02 hereof shall
be effective only as of the date hereof and shall not reduce or otherwise modify
the amount of the Commitment Fee accrued through the date hereof determined on
the basis of the Commitment Fee Rate under the Existing Credit Agreement. The
portion of the Commitment Fee due and payable on September 30, 2004 shall be
determined on the basis of the Commitment Fee Rate under the Existing Credit
Agreement for the period ending on the day immediately preceding the date hereof
and on the basis of the Commitment Fee Rate as modified by this Amendment for
the period commencing on the date hereof and ending on September 30, 2004.
Thereafter, the Commitment Fee shall be determined on the basis of the
Commitment Fee Rate as amended by this Amendment.
SECTION 3.02. Effectiveness of Change of Applicable Margin. The
modification of the Applicable Margin set forth in Section 1.02 hereof shall be
effective only as of the date hereof and shall not reduce or otherwise modify
the amount of interest that has accrued through the date hereof determined on
the basis of the Base Rate and/or the Adjusted LIBO Rate, as applicable, and the
Applicable Margin under the Existing Credit Agreement. The portion of interest
due and payable on September 1, 2004 shall be determined on the basis of the
Base Rate and/or the Adjusted LIBO Rate, as applicable, and the Applicable
Margin under the Existing Credit Agreement for the period ending on the day
immediately preceding the date
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hereof and on the basis of the Base Rate and/or the Adjusted LIBO Rate, as
applicable, and the Applicable Margin as modified by this Amendment for the
period commencing on the date hereof and ending on September 1, 2004.
Thereafter, the Applicable Margin shall be determined on the basis of the
Applicable Margin as amended by this Amendment.
SECTION 3.03. No Other Amendments. Except as amended hereby, the
Existing Credit Agreement remains unmodified. As amended hereby, the Existing
Credit Agreement remains in full force and effect. Each Credit Party ratifies
and reaffirms the obligations, waivers and covenants made under the Existing
Credit Agreement, as amended hereby, and the other Financing Documents. Without
limiting the foregoing, the Guarantors acknowledge and agree that the Guaranteed
Obligations include the Obligations, as amended hereby, and that the Financing
Documents remain in full force and effect and shall secure and otherwise apply
to the Guaranteed Obligations and all other terms of the Existing Credit
Agreement, as amended hereby.
SECTION 3.04. Counterparts. This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a
signature page of this Amendment by telecopy shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 3.05. Severability. Any provision of this Amendment held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof, and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
SECTION 3.06. Headings, Etc. Article and Section headings used
herein are for convenience of reference only, are not part of this Amendment and
shall not affect the construction of, or be taken into consideration in
interpreting, this Amendment.
SECTION 3.07. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the substantive laws of the State of New York.
SECTION 3.08. Waiver of Trial by Jury. Each party hereto hereby
expressly and unconditionally waives any and every right either party may have
to a trial by jury, in any suit, action or proceeding brought under or with
respect to this Amendment.
SECTION 3.09. Texas Opinions. The Borrower shall deliver to the
Administrative Agent enforceability opinions with respect to Texas law in form
and substance reasonably acceptable to the Administrative Agent concerning the
deeds of trust granted by Ashford Dallas LP and Ashford Austin LP and the
amendments thereto being executed concurrently herewith within thirty (30) days
after the date hereof unless the Borrowing Base Properties encumbered by said
deeds of trust are released from the Borrowing Base on or before such date.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
BORROWER:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By: Ashford OP General Partner LLC
By: Ashford Hospitality Trust, Inc.
By: /s/ DAVID A. BROOKS
-------------------
Name: David A. Brooks
Title: Secretary and Chief Legal Counsel
GUARANTORS:
ASHFORD HOSPITALITY TRUST, INC.
By: /s/ DAVID A. BROOKS
--------------------------------------------
Name: David A. Brooks
Title: Secretary and Chief Legal Counsel
ASHFORD OP GENERAL PARTNER LLC
By: Ashford Hospitality Trust, Inc.
By: /s/ DAVID A. BROOKS
----------------------------------------
Name: David A. Brooks
Title: Secretary and Chief Legal Counsel
ASHFORD OP LIMITED PARTNER LLC
By: Ashford Hospitality Trust, Inc.
By: /s/ DAVID A. BROOKS
----------------------------------------
Name: David A. Brooks
Title: Secretary and Chief Legal Counsel
ASHFORD TRS CORPORATION
By: /s/ DAVID A. KIMICHIK
---------------------------------------------
Name: David J. Kimichik
Title: President
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ASHFORD MOBILE LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
----------------------------------
Name: David A. Brooks
Title: Vice President
ASHFORD JACKSONVILLE II LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
----------------------------------
Name: David A. Brooks
Title: Vice President
ASHFORD LAWRENCEVILLE LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
----------------------------------
Name: David A. Brooks
Title: Vice President
ASHFORD AUSTIN LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
----------------------------------
Name: David A. Brooks
Title: Vice President
ASHFORD DALLAS LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
-------------------------------
Name: David A. Brooks
Title: Vice President
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ASHFORD DULLES LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
----------------------------------
Name: David A. Brooks
Title: Vice President
ASHFORD HOLTSVILLE LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
-------------------------------
Name: David A. Brooks
Title: Vice President
ASHFORD BUENA VISTA LP
By: Ashford Properties General Partner LLC
By: /s/ DAVID A. BROOKS
-------------------------------
Name: David A. Brooks
Title: Vice President
ADMINISTRATIVE AGENT:
CALYON NEW YORK BRANCH
By: /s/ OLIVER AUDEMARD
----------------------------------------
Name: Oliver Audemard
Title: Managing Director
By: /s/ DAVID BOWERS
---------------------------------------
Name: David Bowers
Title: Director
SYNDICATION AGENT:
MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services, Inc.
By: /s/ KIM LIAUTAUD
---------------------------------------
Name: Kim Liautaud
Title: Vice President
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LENDERS:
CALYON NEW YORK BRANCH
By: /s/ OLIVER AUDEMARD
---------------------------------------
Name: Oliver Audemard
Title: Managing Director
By: /s/ DAVID BOWERS
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Name: David Bowers
Title: Director
MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services, Inc.
By: /s/ KIM LIAUTAUD
---------------------------------------
Name: Kim Liautaud
Title: Vice President
14