FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

Exhibit 10.8

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

     This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“First Amendment”) is dated as of this 24^th day of December, 2009 and is made by and between each of the parties named on Exhibit A hereto (each, individually, “Seller” and, collectively, “Sellers”), and CHATHAM LODGING TRUST, a Maryland real estate investment trust (“Purchaser”).

RECITALS

     A. Sellers and Purchaser have entered into that certain Purchase and Sale Agreement and Escrow Instructions, dated as of November 16, 2009 (the “Agreement”).

     X. Xxxxxxx and Purchasers now desire to amend a provision of the Agreement.

     C. All capitalized terms used in this First Amendment and not otherwise defined shall have the meanings ascribed to such terms in Article I of the Agreement.

     NOW, THEREFORE, for valuable consideration, including the promises, covenants, representations and warranties hereinafter set forth, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally and equitably bound, agree as follows.

     1. In the third sentence of Section 4.4.1 of the Agreement, the words: “within three (3) days” are hereby deleted and the words: “by 5:00 pm EST on December 30, 2009” are substituted in lieu therefor.

     2. As amended hereby, the Agreement is hereby restated and reaffirmed.

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the 24^th day of December, 2009.

	SELLERS: RLJ BILLERICA HOTEL, L.L.C.
	By:	/s/ Xxxxxx X. Baltimore, Jr.
		Xxxxxx X. Baltimore, Jr.
		President

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Exhibit 10.8

[Signatures continued on next page.]

	RLJ BLOOMINGTON HOTEL, L.L.C.
	By:	/s/ Xxxxxx X. Baltimore, Jr.
		Xxxxxx X. Baltimore, Jr.
		President
	RLJ BRENTWOOD HOTEL, L.L.C.
	By:	/s/ Xxxxxx X. Baltimore, Jr.
		Xxxxxx X. Baltimore, Jr.
		President
	RLJ DALLAS HOTEL LIMITED PARTNERSHIP By:  RLJ Dallas Hotel Gen-Par, L.L.C.
		General Partner
	By:	/s/ Xxxxxx X. Baltimore, Jr.
		Xxxxxx X. Baltimore, Jr.
	RLJ FARMINGTON HOTEL, L.L.C.
	By:	/s/ Xxxxxx X. Baltimore, Jr.
		Xxxxxx X. Baltimore, Jr.
		President
	RLJ MAITLAND HOTEL, L.L.C.
	By:	/s/ Xxxxxx X. Baltimore, Jr.
		Xxxxxx X. Baltimore, Jr.
		President
	PURCHASER: CHATHAM LODGING TRUST
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Executive Officer

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EXHIBIT “A”

PROPERTIES AND SELLERS

PROPERTY
NUMBER		PROPERTY NAME AND ADDRESS		SELLER
1		Homewood Suites		RLJ Billerica Hotel, L.L.C.
		00 Xxxxxxxxx Xxxxxxxx
		Xxxxxxxxx, Xxxxxxxxxxxxx 00000
2		Homewood Suites		RLJ Bloomington Hotel, L.L.C.
		0000 Xxxxxxxxx Xxxxx
		Xxxxxxxxxxx, Xxxxxxxxx 00000
3		Homewood Suites		RLJ Brentwood Hotel, L.L.C.
		0000 Xxxxx Xxxxxx Xxxx
		Xxxxxxxxx, Xxxxxxxxx 00000
4		Homewood Suites		RLJ Dallas Hotel Limited Partnership
		0000 Xxxxx Xxxxxxxx Xxxxxxx
		Xxxxxx, Xxxxx 00000
0		Xxxxxxxx Xxxxxx		XXX Xxxxxxxxxx Xxxxx, X.X.X.
		0 Xxxx Xxxx Xxxxxxxxx
		Xxxxxxxxxx, Xxxxxxxxxxx 00000

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PROPERTY
NUMBER		PROPERTY NAME AND ADDRESS		SELLER
0		Xxxxxxxx Xxxxxx		XXX Xxxxxxxx Xxxxx, X.X.X.
		000 Xxxxxxxxx Xxxx
		Xxxxxxxx, Xxxxxxx 00000

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