SECOND AMENDMENT TO CREDIT AGREEMENT dated as of July 28, 2005 among STRATEGIC HOTEL FUNDING, L.L.C., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS NAMED THEREIN, as the Lenders, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent...

Exhibit 10.1

SECOND AMENDMENT TO

CREDIT AGREEMENT

dated as of July 28, 2005

among

STRATEGIC HOTEL FUNDING, L.L.C.,

as the Borrower,

VARIOUS FINANCIAL INSTITUTIONS NAMED THEREIN,

as the Lenders,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as the Administrative Agent

and

DEUTSCHE BANK SECURITIES INC.

as Sole Lead Arranger and Sole Book Running Manager

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) is dated as of July 28, 2005 by and among STRATEGIC HOTEL FUNDING, L.L.C., a Delaware limited liability company (the Borrower), DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA), as the administrative agent (in such capacity, the Administrative Agent) and the various financial institutions become parties thereto (together with DBTCA, collectively the Lenders and individually, a Lender).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement, dated as of June 29, 2004, as amended by that certain First Amendment to Credit Agreement, dated as of March 22, 2005, among Borrower, the Lenders, and the Administrative Agent (as amended, restated, replaced, supplemented or otherwise modified from time to time, the Credit Agreement), Borrower obtained the Facility from the Lenders;

WHEREAS, Borrower has requested that the Lenders agree to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree to amend the terms of the Credit Agreement as follows:

1. Definitions. Capitalized terms used in this Amendment and not defined herein shall have the meaning provided in the Credit Agreement.

2. Amendment to Credit Agreement.

The definition of “Maximum Additional Revolving Loan Commitment Amount” is hereby deleted in full and replaced by the following:

“Maximum Additional Revolving Loan Commitment Amount” means Fifty-Five Million Dollars ($55,000,000).

3. Total Interest Coverage Ratio.

Section 7.2.4(a) is hereby deleted in full and replaced by the following:

Total Interest Coverage Ratio. The Borrower will not permit the Total Interest Coverage Ratio, on a consolidated basis, as of the end of any Fiscal Quarter to be less than 2.50:1.00.

4. Document References. All references to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended hereby.

5. Effectiveness. This Amendment shall become effective only upon receipt by the Administrative Agent of counterparts hereof signed by the Borrower, the Administrative Agent and the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party).

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6. Full Force and Effect. Except as amended by this Amendment, each of the Loan Documents shall continue to remain in full force and effect.

7. Headings. Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.

8. Governing Law. This Amendment shall be governed by the laws of the State of New York, without regard to choice of law rules.

9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one binding agreement.

10. Severability. The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceablity shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Amendment.

[signatures follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Borrower:

STRATEGIC HOTEL FUNDING, L.L.C. a Delaware limited liability company
By:		/S/    XXXXX X. XXXX
		Name: Xxxxx X. Xxxx
		Title:   Executive Vice President and             Chief Financial Officer

Administrative Agent and Lender:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
By:		/S/    XXXXXX X. XXXXXXXX
		Name: Xxxxxx X. Xxxxxxxx
		Title:   Vice President
By:		/S/    XXXXX XXXXXXX
		Name: Xxxxx Xxxxxxx
		Title:   Director

Signature Page to Second Amendment to Strategic Hotel Funding LLC Credit Agreement

Lender:

BANK OF AMERICA, N.A.
By:		/S/    WILL X. XXXXXX, XX.
		Name: Will X. Xxxxxx, Xx.
		Title:   Senior Vice President

Signature Page to Second Amendment to Strategic Hotel Funding LLC Credit Agreement

Lender:

CREDIT SUISSE, Cayman Islands Branch (formerly known as CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch)
By:		/S/    XXXX X’XXXX
		Name: Xxxx X’Xxxx
		Title:   Director
By:		/S/    XXXXXXXXX XXXXXXX
		Name: Xxxxxxxxx Xxxxxxx
		Title:   Associate

Signature Page to Second Amendment to Strategic Hotel Funding LLC Credit Agreement

Lender:

LASALLE BANK NATIONAL ASSOCIATION
By:		/S/    XXX XXXXXXX
		Name: Xxx Xxxxxxx
		Title:   Vice President

Signature Page to Second Amendment to Strategic Hotel Funding LLC Credit Agreement

Lender:

XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services, Inc.
By:		/S/    XXXXXXX X. XXXXXXXX
		Name: Xxxxxxx X. Xxxxxxxx
		Title:   Director             Senior Transaction Attorney

Signature Page to Second Amendment to Strategic Hotel Funding LLC Credit Agreement

Lender:

WACHOVIA BANK, NATIONAL ASSOCIATION
By:		/S/    XXXXX XXXXXX
		Name: Xxxxx Xxxxxx
		Title:   Vice President

Signature Page to Second Amendment to Strategic Hotel Funding LLC Credit Agreement

Lender:

XXXXXXX XXXXX BANK, FSB
By:		/S/    XXXXXX X. XXXXXX
		Name: Xxxxxx X. Xxxxxx
		Title:   Senior Vice President

Signature Page to Second Amendment to Strategic Hotel Funding LLC Credit Agreement