SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT
AND
FIRST AMENDMENT TO SECURITY AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) dated as of June 23, 2008 by and among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), ASHFORD HOSPITALITY TRUST, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), the Grantors party hereto (the “Grantors”), each of the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as Secured Party (the “Agent”).

     WHEREAS, the Borrower, the Parent, the Lenders, the Agent and certain other parties have entered into that certain Credit Agreement dated as of April 10, 2007 (as amended and as in effect immediately prior to the date hereof, the “Credit Agreement”);

     WHEREAS, the Grantors have executed that certain Security Agreement dated as of April 10, 2007 in favor of the Agent (as amended and as in effect immediately prior to the date hereof, the “Security Agreement”);

     WHEREAS, pursuant to Section 7.13 of the Credit Agreement, the Borrower has requested that the Agent release each Guarantor listed on Schedule I (the “Released Guarantors”) from the Guaranty and Security Agreement; and

     WHEREAS, the parties hereto desire to amend the Credit Agreement and the Security Agreement for the purposes provided herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

     Section 1. Specific Amendment to Credit Agreement . Subject to satisfaction of the conditions contained in Section 3 hereof, the Borrower, the Parent, the Lenders and the Agent hereto agree that the Credit Agreement is amended as follows:

     (a) The following definition is added to Section 1.1. of the Credit Agreement in the appropriate alphabetical location:

     “ Mezzanine Debt Interest ” means a promissory note evidencing a mezzanine financing or similar transaction, secured by a mortgage or Equity Interest and of which the Borrower or any Subsidiary is the holder and retains the rights of collection of all payments thereunder.

     (b) The definition of “Floating Rate Indebtedness” contained in Section 1.1. of the Credit Agreement is restated in its entirety as follows:

     “ Floating Rate Indebtedness ” means all Indebtedness of a Person which, after giving effect to any Derivatives Contracts, at any time prior to the earlier of (a) the scheduled maturity date of such Indebtedness and (b) the later of the Revolving Termination Date and the Term Loan Maturity Date bears interest at a variable rate that is not then subject to a “cap,” “collar” or other similar arrangement which result in the variable rate being less than or equal to the sum of (x) the rate (as reasonably determined by the Agent) borne by United States Treasury notes with a maturity of 10 years at the time the applicable Derivatives Contract became effective and (y) 3.0% per annum.

     (c) The definition of “Indebtedness” contained in Section 1.1. of the Credit Agreement is amended by restating clause (h) thereof in its entirety as follows:

(h) net obligations under any Derivatives Contract, other than a Derivatives Contract with respect to any Indebtedness permitted hereunder, in an amount equal to the Derivatives Termination Value thereof;

     (d) The first sentence of Section 7.12.(b) of the Credit Agreement is restated in its entirety as follows:

Within 30 days of the Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary) acquiring, forming, initially holding or otherwise receiving after the Effective Date any Equity Interest in a Subsidiary (other than an Unpledgeable Subsidiary or a Subsidiary with less than $10,000 in assets in the aggregate), the Parent shall cause to be delivered to the Agent each of the following in form and substance satisfactory to the Agent: (i) a supplement to the Pledge Agreement executed by the Borrower or such Domestic Subsidiary, as applicable, subjecting such Equity Interests to the Lien of the Pledge Agreement, (ii) the items that would have been delivered under Sections 5.1.(a)(v) and (vii), and if such Subsidiary is a Material Subsidiary, Sections 5.1.(a)(viii), (ix) and (xxii), if such Subsidiary Equity Interests had been Collateral under the Pledge Agreement on the Effective Date and (iii) if such Equity Interests are owned by a Domestic Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary, the items referred to in clauses (i) and (ii) of the immediately preceding subsection (a).

     (e) Section 7.13 of the Credit Agreement is amended by inserting a clause (c) after clause (b) as follows:

     (c) Release of Mezzanine Debt Interests . The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release the Mezzanine Debt Interests held by a Subsidiary from the Lien of the applicable Security Documents so long as: (i) (A) such Subsidiary qualifies, or will qualify simultaneously with the release of its Mezzanine Debt Interests from such Security Documents, as an Unpledgeable Subsidiary or has ceased to be, or simultaneously with the release of its Mezzanine Debt Interests from such

Security Documents will cease to be, a Subsidiary or (B) simultaneously with the release of its Mezzanine Debt Interests from such Security Documents, such Mezzanine Debt Interests will be conveyed, sold, transferred or otherwise disposed of as permitted by this Credit Agreement to a Subsidiary that qualifies as an Unpledgeable Subsidiary or a Person that is not a Subsidiary or has ceased to be a Subsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iii) the Agent shall have received such written request at least 7 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

     (f) Section 10.4.(d) of the Credit Agreement is restated in its entirety as follows:

     (d) payments of principal of all Loans, Reimbursement Obligations, other Letter of Credit Liabilities, and all Secured Obligations (as defined in either the Pledge Agreement or the Security Agreement) constituting indebtedness, liabilities, obligations, covenants and duties of the Borrower owing to the Agent, any Lender or any Affiliate of any Lender of any kind, nature or description, under or in respect of any Derivatives Contract entered into by the Borrower with any Person that is or was a Lender (or any Affiliate of any Lender) at the time such Derivatives Contract was executed, to be applied for the ratable benefit of the Lenders and the holders of such Secured Obligations; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Agent for deposit into the Collateral Account;

     (g) Section 12.10 of the Credit Agreement is amended by inserting “(a)” at the beginning of the text of the paragraph and inserting a clause (b) after such paragraph as follows:

     (b) At such time as any Collateral is conveyed, sold, transferred or otherwise disposed of as permitted by this Credit Agreement, upon the request of the Borrower, the Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to release its security interest in such Collateral, so long as (i) no Default or Event of Default shall then be in existence or would occur as a result of such release and (ii) the Agent shall have received such written request at least 7 Business Days prior to the requested date of release.

     Section 2. Specific Amendments to the Security Agreement . Subject to the satisfaction of conditions contained in Section 3 hereof, the Grantors, the Lenders and the Agent agree that the Security Agreement is amended as follows:

     (a) Section 5(f) of the Security Agreement is restated in its entirety as follows:

     (f) Pledged Collateral. Within 30 days of any Grantor acquiring possession of any certificates and Instruments representing or evidencing Pledged Collateral (including Additional Pledged Collateral), such Grantor shall deliver to the Secured Party, all such certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. While an Event of Default exists, the Secured Party shall have the right, at any time in its discretion and without notice to any Grantor, (i) to transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. Except as permitted by the Credit Agreement, such Grantor shall not grant control over any Investment Property that is Collateral to any Person other than the Secured Party.

     (b) Section 5(g) of the Security Agreement is restated in its entirety as follows:

     (g) Delivery of Instruments. Within 30 days of any Grantor acquiring possession of any Instrument payable to such Grantor, such Grantor shall deliver to the Secured Party each such Instrument, duly indorsed in a manner reasonably satisfactory to the Secured Party.

     Section 3. Conditions Precedent . The effectiveness of this Amendment is subject to the receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

     (a) a counterpart of this Amendment duly executed by the Parent, the Borrower, the Grantors and the Requisite Lenders;

     (b) the Acknowledgment and Amendment to Guaranty substantially in the form of Exhibit A attached hereto (the “Guaranty Amendment”), executed by the Borrower and each Guarantor;

     (c) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of all corporate, partnership or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of this Amendment, the Credit Agreement, as amended by this Amendment, the Security Agreement, as amended by this Amendment, the Guaranty, as amended by the Guaranty Amendment, and the other the documents, instruments and agreements being executed by such Loan Party in connection with this Amendment (together with this Amendment and the Guaranty Amendment, the “Amendment Documents”);

     (d) a certificate of the chief executive officer, chief financial officer or other senior officer of the Borrower certifying that (A) all representations and warranties of the

Loan Parties contained in this Amendment, the Credit Agreement, as amended by this Amendment, the Guaranty, as amended by the Guaranty Amendment, and the other Amendment Documents are true, correct and complete in all material respects and (B) no Default or Event of Default exists or will exist immediately after giving effect to this Amendment and the Guaranty Amendment;

     (e) Each of Ashford HHC Partners LP, a Delaware limited partnership, Ashford HHC Partners II LP, a Delaware limited partnership, Ashford Hospitality Finance California General Partner LLC, a Delaware limited liability company, Ashford Hospitality Finance La Jolla LP, a Delaware limited partnership and Ashford Hospitality Servicing LLC, a Delaware limited liability company (each a “New Guarantor”) shall have become a Guarantor, its Equity Interest shall be subject to the Lien of the Pledge Agreement and the Agent shall have received the documents, instruments and agreements required pursuant to Section 7.12(a) and (b) of the Credit Agreement;

     (f) evidence that the Borrower shall have paid all Fees due and payable with respect to this Amendment; and

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