DiamondRock Hospitality Co Sample Contracts

Exhibit 10.1 PURCHASE AGREEMENT by and between LCP-WB CHICAGO OPERATOR, LLC, a Delaware limited liability company ("Seller"),
Purchase Agreement • August 14th, 2006 • DiamondRock Hospitality Co • Real estate investment trusts • Illinois
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 17th, 2009 • DiamondRock Hospitality Co • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and among DiamondRock Hospitality Company, a Maryland corporation (“DiamondRock,” which term shall include any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity controlled directly or indirectly by DiamondRock), DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and (“Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of DiamondRock and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2005 • DiamondRock Hospitality Co • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2004, by and among DIAMONDROCK HOSPITALITY COMPANY, a Maryland corporation (the “Company”), DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), and FRIEDMAN, BILLINGS, RAMSEY & CO., INC., a Delaware corporation (“FBR”) and the HOLDERS (as defined below).

Fourth AMENDMENT TO FIFTH AMENDED and RESTATED CREDIT AGREEMENT
Credit Agreement • February 8th, 2022 • DiamondRock Hospitality Co • Real estate investment trusts • New York

THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 25, 2019, by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), DIAMONDROCK HOSPITALITY COMPANY, a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of Wells Fargo Securities, LLC, BofA securities, inc., CITIGROUP GLOBAL MARKETS INC., U.S. BANK NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS INC., REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, PNC CAPITAL MARKETS LLC AND TD SECURITIES (USA) LLC, as Joint Lead Arrangers (collectively, the “Lead Arrangers”), each of Wells Fargo Securities, LLC, BofA securities, inc., CITIGR

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 28, 2007 by and among
Credit Agreement • March 5th, 2007 • DiamondRock Hospitality Co • Real estate investment trusts • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 28, 2007 by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), DIAMONDROCK HOSPITALITY COMPANY, a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 13.5.(d), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger (the “Sole Lead Arranger”) and as Book Manager (the “Book Manager”), each of BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and THE ROYAL BANK OF SCOTLAND PLC, as a Syndication Agent (each a “Syndication Agent”), and CITICORP NORTH AMERICA, INC., as Documentation Agent (the “Documentation Agent”).

AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
Restricted Stock Award Agreement • April 1st, 2005 • DiamondRock Hospitality Co • Real estate investment trusts

The prospective underwriters by engaged DiamondRock Hospitality Company (“Company”) have requested that the employees agree to delay the vesting of the initial grant of restricted shares of Common Stock, par value $0.01 per share, issued by the Company pursuant to the Company’s 2004 Stock Option and Incentive Plan (the “Plan”). The Company hereby amends and restates the grant of a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this amendment to the Award, the Award shall have the restrictions and conditions set forth herein and in the Plan (the “Restricted Stock”).

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 3, 2016 by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, as Borrower, DIAMONDROCK HOSPITALITY COMPANY, as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER...
Credit Agreement • May 6th, 2016 • DiamondRock Hospitality Co • Real estate investment trusts • New York

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 3, 2016, by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), DIAMONDROCK HOSPITALITY COMPANY, a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE FENNER AND SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Lead Bookrunners (collectively, the “Lead Arrangers”), BANK OF AMERICA, N.A., and CITIBANK, N.A., as Syndication Agents (collectively, the “Syndication Agents”), and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent (the “Doc

DEFERRED STOCK AWARD AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
Deferred Stock Award Agreement • July 28th, 2005 • DiamondRock Hospitality Co • Real estate investment trusts • Maryland

This Deferred Stock Award Agreement (the “Agreement”), made as of the 1st day of June, 2005 (the “Grant Date”) by and between DiamondRock Hospitality Company (the “Company”), and Sean M. Mahoney (the “Grantee”), evidences the grant by the Company of certain shares of Deferred Stock set forth above (the “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the DiamondRock Hospitality Company 2004 Stock Option and Incentive Plan (the “Plan”). The Company and the Grantee agree as follows:

SEVERANCE AGREEMENT
Severance Agreement • November 8th, 2019 • DiamondRock Hospitality Co • Real estate investment trusts • Maryland

THIS SEVERANCE AGREEMENT (the “Agreement”) is made this 8th day of August, 2019, by DiamondRock Hospitality Company, a Maryland corporation (the “REIT”), with its principal place of business at 2 Bethesda Metro Center, Suite 1400, Bethesda, Maryland 20814 and Jeffrey Donnelly, residing at ______________________________________________(the “Executive”). This Agreement is effective as of August 8, 2019, the first day of employment of the Executive.

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2005 • DiamondRock Hospitality Co • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 4th day of June 2004, by DiamondRock Hospitality Company, a Maryland corporation (the “REIT”), with its principal place of business at 10400 Fernwood Road, Bethesda, Maryland and Mark W. Brugger, residing at 10813 Hob Nail Court, Potomac, Maryland (the “Executive”).

DIAMONDROCK HOSPITALITY COMPANY $75,000,000 OF COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • December 7th, 2009 • DiamondRock Hospitality Co • Real estate investment trusts • New York

DIAMONDROCK HOSPITALITY COMPANY, a Maryland corporation (the “Company”), and DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), confirm their respective agreements (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

DIAMONDROCK HOSPITALITY COMPANY (a Maryland corporation) 11,000,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • January 20th, 2011 • DiamondRock Hospitality Co • Real estate investment trusts • New York

DiamondRock Hospitality Company, a Maryland corporation (the “Company”) and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”) confirm their respective agreements with Goldman, Sachs & Co. (the “Underwriter”), with respect to (i) the sale by the Company and the purchase by the Underwriter of 11,000,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 1,650,000 additional shares of Common Stock. The aforesaid 11,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 1,650,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”

PURCHASE AND SALE AGREEMENT BY AND AMONG BCM/CHI WORTHINGTON OWNER, L.P. and BCM/CHI WORTHINGTON TENANT, INC., collectively as Seller, and DIAMONDROCK HOSPITALITY COMPANY, as Purchaser May 3, 2005
Purchase and Sale Agreement • May 12th, 2005 • DiamondRock Hospitality Co • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT is made as of the 3rd day of May, 2005, by and among BCM/CHI WORTHINGTON OWNER, L.P., a Delaware limited partnership (“Owner”), BCM/CHI WORTHINGTON TENANT, INC., a Delaware corporation (“Tenant”, and together with Owner, “Seller”), and DIAMONDROCK HOSPITALITY COMPANY, a Maryland corporation (“Purchaser”).

DIAMONDROCK HOSPITALITY COMPANY FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • August 8th, 2018 • DiamondRock Hospitality Co • Real estate investment trusts • New York
DIAMONDROCK HOSPITALITY COMPANY (a Maryland corporation) 20,000,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • July 11th, 2012 • DiamondRock Hospitality Co • Real estate investment trusts • New York

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations of the Commission promulgated thereunder (the “1934 Act Regulations”), which is or is deemed to be incorporated by reference in the Registration Statement, the General

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 27th, 2006 • DiamondRock Hospitality Co • Real estate investment trusts • Georgia

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 24th day of April, 2006 (the “Effective Date”), by and between STARWOOD CMBS I LLC, a Delaware limited liability company (“Seller”), and NOBLE-DIAMONDROCK PERIMETER CENTER OWNER, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 12th, 2005 • DiamondRock Hospitality Co • Real estate investment trusts • Maryland

This Agreement made and entered into this day of (the “Agreement”), by and among DiamondRock Hospitality Company, a Maryland corporation (“DiamondRock,” which term shall include any Entity (as hereinafter defined) controlled directly or indirectly by DiamondRock), DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and (the “Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of DiamondRock and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP Dated as of August 28, 2018
DiamondRock Hospitality Co • August 31st, 2018 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, dated as of August 28, 2018, is entered into by and among DiamondRock Hospitality Company, a Maryland corporation (the “Company”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

SEVERANCE AGREEMENT
Severance Agreement • February 26th, 2010 • DiamondRock Hospitality Co • Real estate investment trusts • Maryland

THIS SEVERANCE AGREEMENT (the “Agreement”) is made this [ ] day of [ ], by DiamondRock Hospitality Company, a Maryland corporation (the “REIT”), with its principal place of business at 6903 Rockledge Drive, Suite 800, Bethesda, Maryland 20817 and [ ], residing at [ ] (the “Executive”).

PURCHASE AND SALE AGREEMENT between LEXINGTON HOTEL, LLC, as SELLER, and DIAMONDROCK NY LEX OWNER, LLC, as PURCHASER Dated as of May 12, 2011
Purchase and Sale Agreement • May 17th, 2011 • DiamondRock Hospitality Co • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of May 12, 2011 (the “Effective Date”) by and between LEXINGTON HOTEL, LLC, a Delaware limited liability company, having an address c/o Highgate Holdings, Inc., 870 Seventh Avenue, 2nd Floor, New York, New York 10019 (“Seller”), and DIAMONDROCK NY LEX OWNER, LLC, a Delaware limited liability company, having an address c/o DiamondRock Hospitality Company, 3 Bethesda Metro Center, Suite 1500, Bethesda, Maryland 20814 (“Purchaser”).

PURCHASE AND SALE AGREEMENT by and between BOSTON CONVENTION CENTER HOTEL LLC, BCCH RETAIL LLC and DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP FOR WESTIN BOSTON WATERFRONT DATED January 9, 2007
Purchase and Sale Agreement • January 10th, 2007 • DiamondRock Hospitality Co • Real estate investment trusts • Massachusetts

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of January, 2007, by and between BOSTON CONVENTION CENTER HOTEL LLC, a Delaware limited liability company (“Hotel Seller”), BCCH RETAIL LLC, a Delaware limited liability company (“Retail Seller” and collectively with Hotel Seller, “Seller”), and DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Buyer”).

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DIAMONDROCK HOSPITALITY COMPANY (a Maryland corporation) 15,500,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • April 15th, 2009 • DiamondRock Hospitality Co • Real estate investment trusts • New York

DiamondRock Hospitality Company, a Maryland corporation (the “Company”) and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”) confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wachovia Capital Markets, LLC (“Wachovia”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Merrill Lynch and Wachovia are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 15,500,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,325,000 additional shares of Common Stock to cover overallotmen

STOCK SETTLED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
2004 Stock Option and Incentive Plan • March 6th, 2008 • DiamondRock Hospitality Co • Real estate investment trusts

Pursuant to the DiamondRock Hospitality Company Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, DiamondRock Hospitality Company (the “Company”) hereby grants to the Holder named above the stock-settled stock appreciation rights (each, a “SAR”) set forth above. Each SAR entitles the Holder to the difference, if positive, between (i) the value of a share of Common Stock, par value $0.01 per share (the “Stock”) of the Company on the date of that the Holder elects to exercise the SAR and (ii) the Exercise Price Per Share, set forth above, subject to the terms and conditions set forth herein and in the Plan.

FORM MANAGEMENT AGREEMENT by and between MARRIOTT HOTEL SERVICES, INC. (as “MANAGER”) and (as “OWNER”) Dated as of
Management Agreement • May 12th, 2005 • DiamondRock Hospitality Co • Real estate investment trusts • Maryland

THIS MANAGEMENT AGREEMENT (“Agreement”) is executed as of the day of (“Effective Date”), between (“Owner”), a Delaware limited liability company with offices at c/o DiamondRock Hospitality Limited Partnership, 10400 Fernwood Road, Bethesda, Maryland 20817, and MARRIOTT HOTEL SERVICES, INC. (“Manager”), a Delaware corporation, with a mailing address at c/o Marriott International, Inc., 10400 Fernwood Road, Bethesda, Maryland 20817.

DiamondRock Hospitality Company Form of Restricted Stock Award Agreement
DiamondRock Hospitality Co • May 5th, 2010 • Real estate investment trusts

Pursuant to the 2004 Stock Option and Incentive Plan, as amended (the “Plan”) of DiamondRock Hospitality Company (the “Company”), the Company hereby grants a Restricted Stock Award equal to the number of (i) Base Shares set forth above plus (ii) Additional Shares set forth in Section 3 hereof (the “Award”) to the Grantee named above. Upon acceptance of the Award, the Grantee shall receive the Award, subject to the restrictions and conditions set forth herein and in the Plan.

TERM LOAN AGREEMENT Dated as of May 3, 2016 by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP,
Term Loan Agreement • May 6th, 2016 • DiamondRock Hospitality Co • Real estate investment trusts • New York

THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of May 3, 2016, by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), DIAMONDROCK HOSPITALITY COMPANY, a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of KEYBANC CAPITAL MARKETS, PNC CAPITAL MARKETS LLC, and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers (collectively, the “Lead Arrangers”), and PNC BANK, NATIONAL ASSOCIATION and REGIONS BANK, as Co-Syndication Agents (collectively, the “Syndication Agents”).

HOTEL PURCHASE AND SALE AGREEMENT
Hotel Purchase and Sale Agreement • November 30th, 2005 • DiamondRock Hospitality Co • Real estate investment trusts • Florida
AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP
Agreement • December 7th, 2009 • DiamondRock Hospitality Co • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of June 4, 2004 (this “Agreement”), is entered into by and between DiamondRock Hospitality Company (the “Company”), a Maryland corporation, as the General Partner of DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), and DiamondRock Hospitality, LLC, a Delaware limited liability company, as the initial Limited Partner of the Partnership (the “Initial Limited Partner”), together with any other Persons who become Partners of the Partnership as provided herein.

DIAMONDROCK HOSPITALITY COMPANY FORM OF RENEWAL AND AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 6th, 2017 • DiamondRock Hospitality Co • Real estate investment trusts

Reference is made to the Distribution Agreement, dated November 24, 2014, by and among [ ] (the “Sales Agent”), DiamondRock Hospitality Company, a Maryland corporation (the “Company”), and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership” and together with the Company, the “Transaction Entities”), as amended by Amendment No. 1 to Distribution Agreement, dated August 7, 2015, by and among the Sales Agent and the Transaction Entities (as amended, the “Distribution Agreement”), pursuant to which the Company agreed to sell from time to time through the Sales Agent, acting as agent and/or principal, up to an aggregate of $200,000,000 of shares of the Company’s common stock, par value $0.01 per share. All capitalized terms used in this Renewal and Amendment No. 2 to Distribution Agreement by and among the Sales Agent and the Transaction Entities (this “Amendment”) and not otherwise defined shall have the respective meanings assigned to them in the

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 15th, 2008 • DiamondRock Hospitality Co • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December , 2008 by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), DIAMONDROCK HOSPITALITY COMPANY, a corporation formed under the laws of the State of Maryland (the “Parent”), each of the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

FIRST AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • March 15th, 2021 • DiamondRock Hospitality Co • Real estate investment trusts

This First Amendment to Severance Agreement (the “Amendment”) amends the Severance Agreement between DiamondRock Hospitality Company (the “REIT”) and William J. Tennis (the “Executive”) with an effective date of January 4, 2010 (the “Agreement”). This Amendment shall be effective when it becomes fully executed (the “Amendment Effective Date”).

March 26, 2021 DiamondRock Hospitality Limited Partnership Bethesda, Maryland 20814 Attn: Chief Financial Officer and General Counsel
DiamondRock Hospitality Co • May 7th, 2021 • Real estate investment trusts

Reference is made to the Fifth Amended and Restated Credit Agreement dated as of July 25, 2019 (as amended by that certain First Amendment to Fifth Amended and Restated Credit Agreement dated as of June 9, 2020, that certain Conditional Consent Letter dated as of August 14, 2020, that certain Second Amendment to Fifth Amended and Restated Credit Agreement dated as of August 14, 2020, that certain Third Amendment and Consent to Fifth Amended and Restated Credit Agreement dated as of January 20, 2021 and as further amended and in effect immediately prior to the effectiveness of this Consent Letter, the “Credit Agreement”), by and among DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Borrower”), DiamondRock Hospitality Company, a Maryland corporation (the “Parent”), each of the Lenders party hereto (collectively, “Lenders”) and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein witho

AMENDMENT NO. 1 TO DIVIDEND EQUIVALENT RIGHTS AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
2004 Stock Option and Incentive Plan • December 30th, 2008 • DiamondRock Hospitality Co • Real estate investment trusts

Pursuant to the DiamondRock Hospitality Company Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, DiamondRock Hospitality Company (the “Company”) granted to the Holder named above certain Dividend Equivalent Rights (each, a “DER”) described in a DER Agreement dated March 4, 2008 (the “Award Agreement”).

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • May 5th, 2017 • DiamondRock Hospitality Co • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of April 26, 2017, by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP (the “Borrower”), DIAMONDROCK HOSPITALITY COMPANY (the “Parent”), each of the Lenders party hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

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