OMNIBUS AMENDMENT AND CONSENT (MEZZ 3)Omnibus Amendment and Consent • March 1st, 2013 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
THIS OMNIBUS AMENDMENT AND CONSENT (this “Agreement”) is entered into as of this 17th day of December, 2012, by and among (i) LVS I SPE II LLC (together with its successors and assigns, “Lender”), (ii) HH MEZZ BORROWER A-3 LLC, HH MEZZ BORROWER C-3 LLC, HH MEZZ BORROWER D-3 LLC, HH MEZZ BORROWER F-3 LLC, and HH MEZZ BORROWER G-3 LLC, each a Delaware limited liability company (individually and collectively as the context may require, “Borrower”), and (iii) Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Ashford Guarantor”) and PRISA III REIT Operating LP, a Delaware limited partnership (“Prudential Guarantor”; Ashford Guarantor and Prudential Guarantor, individually and/or together, as the context may require, “Guarantor”).
CONSENT AGREEMENT (MEZZ 1)Consent Agreement • March 1st, 2013 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
THIS CONSENT AGREEMENT (this “Agreement”) is entered into as of this 27th day of December, 2012, by and among (i) AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY (“American”), ATHENE ANNUITY & LIFE ASSURANCE COMPANY (“Athene”), NEWCASTLE CDO VIII 1, LIMITED (“Newcastle VIII”), NEWCASTLE CDO IX 1, LIMITED (“Newcastle IX”), PRINCIPAL LIFE INSURANCE COMPANY (“Principal”; American, Athene, Newcastle VIII, Newcastle IX and Principal, individually and/or collectively, as the context may require, together with their respective successors and assigns, “Lender”), (ii) HH SWAP A LLC, HH SWAP C LLC, HH SWAP C-1 LLC, HH SWAP D LLC, HH SWAP F LLC, HH SWAP F-1 LLC, and HH SWAP G LLC, each a Delaware limited liability company (individually and collectively as the context may require, “Borrower”), and (iii) Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Ashford Guarantor”) and PRISA III REIT Operating LP, a Delaware limited partnership (“Prudential Guarantor”; Ashford Guar
COMBINED CONTRIBUTION AND PURCHASE AND SALE AGREEMENT by and among ASHFORD HOSPITALITY TRUST, INC. a Maryland corporation (“Company”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP a Delaware limited partnership (“Operating Partnership”) and FGSB MASTER...Combined Contribution and Purchase and Sale Agreement • March 1st, 2013 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
THIS COMBINED CONTRIBUTION AND PURCHASE AND SALE AGREEMENT is made as of this 27th day of December, 2004, by and among ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Operating Partnership”), on the one hand, and FGSB MASTER CORP., a Delaware corporation (“Master Corp.”), FGSB MASTER LLC, a Delaware limited liability company (“Master LLC”), LISMORE ASSOCIATES, L.P., a Delaware limited partnership (“Lismore”), and ROLLING ROCK, GP, a Texas general partnership (“Rolling Rock”); and together with Master Corp., Master LLC and Lismore, each an “Owner” and, together, the “Owners”; and, together with Company and Operating Partnership, the “Parties”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 1st, 2013 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
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”).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP DATED: February 27, 2013Ashford Hospitality Trust Inc • March 1st, 2013 • Real estate investment trusts • Delaware
This Fourth Amended and Restated Agreement of Limited Partnership is entered into effective February 27, 2013 (the “Effective Date”).
