SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.35.2

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made as of this 21st day of December, 2012, by and among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), ASHFORD HOSPITALITY TRUST INC., a Maryland corporation (“Parent”), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS GUARANTORS (“Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the “Agent”).

W I T N E S S E T H:

WHEREAS, Borrower, Parent and KeyBank, individually and as Agent, and the other lenders party thereto entered into that certain Credit Agreement dated as of September 26, 2011, as amended by that certain First Amendment to Credit Agreement dated as of February 21, 2012 (as the same may be further varied, extended, supplemented, consolidated replaced, increased, renewed, modified or amended from time to time, the “Credit Agreement”);

WHEREAS, Borrower has requested that the Agent and the Lenders make certain modifications to the Credit Agreement; and

WHEREAS, the Agent and the Lenders have consented to such modifications, subject to the execution and delivery of this Amendment.

NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

1.Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

2. Modification of the Credit Agreement. The Agent, the Lenders and the Borrower hereby amend the Credit Agreement by deleting Section 9.1.(b) of the Credit Agreement in its entirety and inserting the following in lieu thereof:

“(b)    Minimum Fixed Charge Coverage Ratio. The ratio (the “Fixed Charge Coverage Ratio”) of (i) Adjusted EBITDA for the period of four consecutive fiscal quarters of the Parent most recently ending to (ii) Fixed Charges for such period, to be less than 1.250 to 1.00; provided, however, that the Fixed Charge Coverage Ratio shall not be less than 1.350 to 1.00 on or after (1) September 26, 2014, should the Borrower extend the Revolving Termination Date as provided in Section 2.12., or (2) the date upon which Borrower has redeemed, purchased or otherwise retired

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more than $100,000,000.00 of Preferred Equity Interests in Parent through the issuance of common stock of Parent. For purposes of this subsection (b) only, cash gains or other income (losses) in respect of Derivatives Contracts realized during any applicable period shall be (i) deducted from (added to) Adjusted EBITDA for such period but only to the extent included in net income when determining Adjusted EBITDA and (ii) deducted from (added to) Fixed Charges for such period. Notwithstanding anything contained in Section 9.2. to the contrary, during any time at which the minimum Fixed Charge Coverage Ratio required by this subsection is 1.250 to 1.00, Borrower shall not redeem, purchase or otherwise retire any Preferred Equity Interest in Parent unless (i) through the simultaneous issuance of another Preferred Equity Interest in Parent or (ii) with respect to up to $100,000,000.00 of the Series A and D Preferred Equity Interest in Parent, through the simultaneous issuance of common stock of Parent.”    

3. References to Credit Agreement. All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement as modified and amended herein.

4. Consent of Guarantors. By execution of this Amendment, the Guarantors hereby expressly consent to the modifications and amendments relating to the Credit Agreement and the Loan Documents as set forth herein, and Borrower and the Guarantors hereby acknowledge, represent and agree that the Loan Documents (including without limitation the Guaranty) remain in full force and effect and constitute the valid and legally binding obligation of Borrower and the Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, and that the Guaranty extends to and applies to the foregoing documents as modified and amended.

5. Representations. Borrower and the Guarantors represent and warrant to Agent and the Lenders as follows:

(a) Authorization. The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and the Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, other than the liens and encumbrances created by the Loan Documents.

(b) Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Borrower and the Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy,

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insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.

(c) Approvals. The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained.

(d) Reaffirmation. Borrower and the Guarantors reaffirm and restate as of the date hereof, each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents).

6. No Default. By execution hereof, the Borrower and the Guarantors certify that Borrower and the Guarantors are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Amendment, and that no Default or Event of Default has occurred and is continuing.

7. Waiver of Claims. Borrower and the Guarantors acknowledge, represent and agree that Borrower and the Guarantors, as of the date hereof, have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of Agent or any of the Lenders, or any past or present officers, agents or employees of Agent or any of the Lenders, and Borrower and the Guarantors do hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.

8. Ratification. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Credit Agreement remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and the Guarantors under the Loan Documents (including without limitation the Guaranty).

9. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.

10. Miscellaneous. This Amendment shall be construed and enforced in accordance with the laws of the State of New York applicable to contracts executed, and to be fully performed, in such State. This Amendment shall be binding upon and shall inure to the benefit of the parties

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hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Documents.

11. Effective Date. This Amendment shall be deemed effective and in full force and effect as of the date hereof upon the execution and delivery of this Amendment by Borrower, the Guarantors, the Requisite Lenders and Agent.

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IN WITNESS WHEREOF, the parties hereto have hereto set their hands and affixed their seals as of the day and year first above written.

BORROWER:

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

By: Ashford OP General Partner LLC, its general partner

By: /s/ Xxxxx X. Xxxxxx

Name:    Xxxxx X. Xxxxxx
Title:    Vice President

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GUARANTORS:

XXXXXXX 0000 XX LLC

ASHFORD CAPITAL ADVISORS LLC

ASHFORD CREDIT HOLDING LLC

ASHFORD HHC III LLC

ASHFORD HOSPITALITY FINANCE GENERAL PARTNER LLC

ASHFORD HOSPITALITY SERVICING LLC

ASHFORD IHC, LLC

ASHFORD INVESTMENT MANAGEMENT GP LLC

ASHFORD MEZZ BORROWER LLC

ASHFORD OP GENERAL PARTNER LLC

ASHFORD OP LIMITED PARTNER LLC

ASHFORD WQ HOTEL GP, LLC

FL/NY GP LLC

BUCKS COUNTY MEMBER LLC

RFS SPE 2000 LLC

By: /s/ Xxxxx X. Xxxxxx
Name:    Xxxxx X. Xxxxxx
Title:    Vice President

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ Xxxxx X. Xxxxxx
Name:    Xxxxx X. Xxxxxx
Title:    Chief Operating Officer and General     Counsel

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ASHFORD HOSPITALITY FINANCE LP
By: Ashford Hospitality Finance General Partner LLC, its general partner

ASHFORD INVESTMENT MANAGEMENT LP
By: Ashford Investment Management GP LLC, its general partner

ASHFORD WQ HOTEL LP
By: Ashford WQ Hotel GP 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: Xxxxxxx 0000 XX LLC, its general partner

HYANNIS MASSACHUSETTS HOTEL LIMITED PARTNERSHIP

By: Xxxxxxx 0000 XX LLC, its general partner

SOUTH YARMOUTH MASSACHUSETTS HOTEL LIMITED PARTNERSHIP     By: Xxxxxxx 0000 XX LLC, its general     partner

WESTBURY NEW YORK HOTEL LIMITED PARTNERSHIP     By: FL/NY GP LLC, its general partner

By: /s/ Xxxxx X. Xxxxxx
Name:    Xxxxx X. Xxxxxx
Title:    Vice President

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ASHFORD TRS CORPORATION

ASHFORD TRS VI CORPORATION

ASHFORD TRS WQ LLC

ASHFORD WQ LICENSEE LLC

By: /s/ Xxxxx X. Xxxxxxxx
Name:    Xxxxx X. Xxxxxxxx
Title:    President

ASHFORD TRS INVESTMENT MANAGEMENT GP LLC

ASHFORD TRS INVESTMENT MANAGEMENT LP

By: Ashford TRS Investment Management     GP LLC, its general partner

By: /s/ Xxxxxxxxxx X. Xxxxxxx
Name:    Xxxxxxxxxx X. Xxxxxxx
Title:    President

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AGENT:

KEYBANK NATIONAL ASSOCIATION, individually and as Agent

By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President

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LENDERS:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By: /s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx
Title: Director

By: /s/ Wei-Xxx Xxxx

Name: Wei-Xxx Xxxx
Title: Associate

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UBS LOAN FINANCE LLC, as a Lender

By: /s/ Xxxx Xxxxx

Name: Xxxx Xxxxx
Title: Director

By: /s/ Xxxxxxx Xxxxxxxxx

Name: Xxxxxxx Xxxxxxxxx
Title: Associate Director

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XXXXXX XXXXXXX BANK, N.A., as a Lender

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx
Title: Authorized Signatory

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

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx
Title: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx
Title: Director

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx
Title: Managing Director

XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx
Title: Vice President