SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2017

RLJ LODGING TRUST

(Exact name of registrant as specified in its charter)

(301) 280-7777

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement

Amendments to Existing Credit Facility

On August 31, 2017, the Company, as parent guarantor, and RLJ Lodging Trust, L.P. (the “Operating Partnership”), as borrower, entered into (i) a First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”), which amends the Second Amended and Restated Credit Agreement, dated as of April 22, 2016, among the Company, the Operating Partnership, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and a lender, and the other lenders party thereto (the “Existing Credit Facility”) and (ii) a Fifth Amendment to Term Loan Agreement (the “Fifth Amendment,” and together with the First Amendment, the “Amendments”), which amends the Term Loan Agreement, dated as of November 20, 2012, among the Company, the Operating Partnership, Wells Fargo, as administrative agent and a lender, and the other lenders party thereto (the “Existing Term Loan Agreement”).

Each of the Amendments include substantially the same terms for the purpose of, among other things, permitting the consummation of the merger transactions discussed below and modifying financial covenants.  Specifically, the Amendments increase the maximum permitted  leverage ratio to 7.00 to 1.00, which level was previously only permitted for periods of two consecutive quarters (after which the maximum permitted would have been 6.50:1:00).  Pursuant to the Amendments, if the leverage ratio exceeds 6.50 to 1.00 as of the end of any two consecutive fiscal quarters, then the Company, the Operating Partnership and certain direct and indirect subsidiaries of the Operating Partnership will be required to pledge their equity interests in the Operating Partnership and certain other direct and indirect subsidiaries of the Operating Partnership to secure the obligations under the Existing Credit Facility, the Existing Term Loan Agreement and certain other pari passu debt until such time as the leverage ratio has not exceeded 6.50 to 1.00 for two consecutive quarters.  The Amendments also include certain changes to financial covenants and subsidiary guaranty requirements that allow indebtedness of FelCor Lodging Limited Partnership (“FelCor LP”) under secured and unsecured indentures to remain outstanding following consummation of the merger transactions.

In addition, the First Amendment increased the revolving loan commitments under the Existing Credit Facility from $400 million to $600 million, and provides the Operating Partnership with the option to further increase revolving loan commitments to $750 million, subject to certain conditions, including obtaining commitments from any one or more lenders to provide such increased or additional commitments.

The foregoing summary of the Amendments is qualified in its entirety by reference to the First Amendment and the Fifth Amendment, copies of which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.

Supplemental Indentures Related to FelCor LP Notes

On August 31, 2017, in connection with the Mergers (as defined below), (i) FelCor LP), Rangers Sub I, LLC (“REIT Merger Sub”), the other guarantors party thereto and U.S. Bank National Association, as trustee, registrar paying agent (the “Trustee”) and collateral agent entered into a Second Supplemental Indenture (the “Secured Second Supplemental Indenture”) to the Indenture (the “Secured Indenture”), dated as of December 17, 2012, by and among FelCor LP, FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), the other guarantors party thereto and the Trustee, pursuant to which REIT Merger Sub assumed FelCor’s obligations under the Secured Indenture and the 5.625% Senior Secured Notes due 2023, and (ii) FelCor LP, REIT Merger Sub, the other guarantors party thereto and the Trustee entered into a Second Supplemental Indenture (the “Unsecured Second Supplemental Indenture”) to the Indenture (the “Unsecured Indenture”), dated as of May 21, 2015, by and among FelCor LP, FelCor, the other guarantors party thereto and the Trustee, pursuant to which REIT Merger Sub assumed FelCor’s obligations under the Unsecured Indenture and the 6.000% Senior Notes due 2025.

The foregoing description is qualified in its entirety by the complete terms of the Secured Second Supplemental Indenture and the Unsecured Second Supplemental Indenture, which are attached as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated by reference into this Item 1.01.

Amendment to Partnership Agreement

On August 31, 2017, the Company, as the sole general partner of the Operating Partnership, executed Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of RLJ Lodging Trust, L.P. (the “Amendment”). The Amendment designated and authorized the issuance of up to 12,950,000 of the Operating Partnership’s Series A Cumulative Convertible Preferred

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Units (the “Series A Preferred Units”), to the Company. The Series A Preferred Units have economic terms that are substantially similar to the Company’s $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share (the “Series A Preferred Shares”).

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.3.

Item 2.01. Completion of Acquisition or Disposition of Assets

On August 31, 2017, the Company completed the merger transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated April 23, 2017, by and among the Company, the Operating Partnership, REIT Merger Sub, a wholly owned subsidiary of the Operating Partnership, Rangers Sub II, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of the Operating Partnership (“Partnership Merger Sub”), FelCor and FelCor LP.  Pursuant to the Merger Agreement, (i) at 11:55 p.m., Eastern time on August 31, 2017 (the “Partnership Merger Effective Time”), Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as an indirect wholly owned subsidiary of RLJ LP (the “Partnership Merger”), and (ii) at 11:56 p.m., Eastern time on August 31, 2017, (the “REIT Merger Effective Time”), FelCor merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of RLJ LP (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”).

Upon completion of the REIT Merger, at the REIT Merger Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of FelCor (“FelCor Common Stock”) (other than shares held by any wholly owned subsidiary of FelCor or by RLJ or any of its subsidiaries) was converted into the right to receive 0.362 (the “Common Exchange Ratio”) common shares of beneficial interest, par value $0.01 per share, of the Company (the “RLJ Common Shares”), and each issued and outstanding share of $1.95 Series A cumulative convertible preferred stock, par value $0.01 per share, of FelCor (the “FelCor Series A Preferred Stock”) was converted into the right to receive one Series A Preferred Share, which has the same rights, preferences, privileges and voting powers as those of the FelCor Series A Preferred Stock.

Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, each external limited partner of FelCor LP was entitled to elect to exchange its outstanding common limited partnership units in FelCor LP (the “FelCor LP Common Units”) for a number of newly issued RLJ Common Shares based on the Common Exchange Ratio.  At the Partnership Merger Effective Time, each outstanding FelCor LP Common Unit of any holder who did not make the foregoing election was converted into the right to receive a number of common limited partnership units in the Operating Partnership (the “RLJ LP Common Units”) based on the Common Exchange Ratio.  No fractional shares or units of RLJ Common Shares or RLJ LP Common Units were issued in the Mergers, and the value of any fractional interests was paid in cash.

The Company issued approximately 50,358,215 RLJ Common Shares and 12,879,475 Series A Preferred Shares to former FelCor common and preferred stockholders and former FelCor LP limited partners as consideration in the REIT Merger and the Partnership Merger, and the Operating Partnership issued approximately 220,876 limited partnership units in the Operating Partnership to former FelCor LP limited partners in the Partnership Merger (excluding units of the Operating Partnership issued in the Partnership Merger and held by the Company following the REIT Merger). Based on the closing price of RLJ Common Shares on August 31, 2017 as reported on the New York Stock Exchange, the aggregate value of the consideration paid or payable to former holders of FelCor Common Stock and former FelCor LP limited partners who elected to receive RLJ Common Shares in the Mergers is approximately $1.02 billion.

The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2017 and is incorporated by reference herein as Exhibit 2.1 to this Current Report on Form 8-K.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Amendment to Credit Facilities

The information set forth above under Item 1.01 of this Current Report on Form 8-K regarding the amendments to the Company’s credit facilities is incorporated into this Item 2.03 by reference.

Assumed Liabilities Pursuant to the Mergers

As a result of the Mergers, the Company and the Operating Partnership assumed the liabilities of FelCor and FelCor LP outstanding at the time of the Mergers, which included, but is not limited to, approximately $234 million of consolidated mortgage indebtedness, approximately $525 million of senior secured notes and approximately $475 million of senior unsecured notes.

Item 3.03. Material Modification to Rights of Security Holders

On August 30, 2017, the Company filed Articles Supplementary (the “Articles Supplementary”) classifying 12,950,000 shares of the Company’s authorized preferred shares as Series A Preferred Shares with the Maryland State Department of Assessments and Taxation.  The terms of the Series A Preferred Shares have been previously described under the section entitled “Description of RLJ Capital Shares—Preferred Shares” of the Registration Statement on Form S-4 (File No. 333-218439) filed by the Company with the Securities and Exchange Commission on June 2, 2017, as amended, which section is hereby incorporated by reference. Upon issuance of the Series A Preferred Shares, as more fully described in the Articles Supplementary, the Series A Preferred Shares will rank, with respect to rights to receive dividends and to participate in distributions of payments in the event of a dissolution, liquidation or winding up of the affairs of the Company, senior to the RLJ Common Shares and to any other class of securities of the Company designated as ranking junior to the Series A Preferred Shares.

The foregoing description of the Series A Preferred Shares is qualified in its entirety by the full text of the Articles Supplementary, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the closing of the Mergers, on August 31, 2017, Patricia L. Gibson, age 54, was appointed to the board of trustees (the “Board of Trustees”) of the Company.

Ms. Gibson was appointed by the Board of Trustees in accordance with the Merger Agreement and upon the recommendation of the Nominating and Corporate Governance Committee.

Ms. Gibson will serve as a trustee of the Company until the Company’s 2018 annual meeting of shareholders and until her successor is duly elected and qualified or until her resignation or removal.  In connection with Ms. Gibson’s election as a trustee, the Board of Trustees increased the size of the Board of Trustees to eight members.

As compensation for serving on the Board of Trustees, Ms. Gibson will receive a cash retainer equal to the $75,000 annual cash compensation paid to the members of the Board of Trustees prorated for her remaining term.  In addition, as compensation for her service on the Board of Trustees Ms. Gibson is expected to receive a restricted share grant equal in value to the $90,000 restricted share grants made to members of the Board of Trustees prorated for her remaining term.  The Board of Trustees has not yet approved Ms. Gibson’s restricted share grant.

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 30, 2017, the Company filed the Articles Supplementary classifying 12,950,000 shares of the Company’s authorized preferred shares as Series A Preferred Shares with the Maryland State Department of Assessments and Taxation. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

The foregoing description of the Series A Preferred Shares is qualified in its entirety by the full text of the Articles Supplementary, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On September 1, 2017, the Company issued a press release announcing the completion of the Mergers and the appointment of Ms. Gibson to the Board of Trustees, described above in Item 2.01 and Item 5.02, respectively.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.     Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The financial statements required by this Item will be filed by an amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item will be filed by an amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed.

(d) The following exhibits are filed as part of this report:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 4.1

FELCOR LODGING LIMITED PARTNERSHIP,
as Issuer,

and

THE GUARANTORS PARTY HERETO,
As Guarantors,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee, Collateral Agent, Registrar and Paying Agent

Second Supplemental Indenture

Dated as of August 31, 2017

Supplemental Indenture to the Indenture
dated as of December 17, 2012
with respect to the
5.625% Senior Secured Notes due 2023

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 31, 2017 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), Rangers Sub I, LLC, a Maryland limited liability company (“Rangers Sub I”) and successor to FelCor Lodging Trust Incorporated (“FelCor”), the other guarantors party hereto and U.S. Bank National Association, a national banking association, as trustee, registrar, paying agent (the “Trustee”) and collateral agent (the “Collateral Agent”).

W I T N E S S E T H

WHEREAS, FelCor LP, FelCor and the Subsidiary Guarantors executed and delivered to the Trustee and Collateral Agent an Indenture dated as of December 17, 2012, as amended by the First Supplemental Indenture, dated as of January 7, 2013 (as amended, supplemented or otherwise modified, the “Indenture”), pursuant to which FelCor LP issued and has outstanding $525,000,000 aggregate principal amount of 5.625% Senior Secured Notes due 2023 (the “Notes”);

WHEREAS, FelCor LP and FelCor are party to that certain Agreement and Plan of Merger, dated April 23, 2017, by and among RLJ Lodging Trust, a Maryland real estate investment trust, RLJ Lodging Trust, L.P., a Delaware limited partnership (“RLJ LP”), Rangers Sub I, Rangers Sub II, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of RLJ LP (“Partnership Merger Sub”), FelCor and FelCor LP (the “Merger Agreement”) providing for the merger of Partnership Merger Sub with and into FelCor LP, with FelCor LP surviving as a wholly owned subsidiary of RLJ LP (the “Partnership Merger”), and immediately thereafter, the merger of FelCor with and into Rangers Sub I, with Rangers Sub I surviving as a wholly owned subsidiary of RLJ LP (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”).

WHEREAS, the Mergers became effective on the date hereof;

WHEREAS, Section 5.01 of the Indenture provides, among other things, that under certain circumstances FelCor LP and FelCor may consolidate with or merge with or into another entity;

WHEREAS, pursuant to Section 9.01 of the Indenture, Rangers Sub I (as successor to FelCor), FelCor LP, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture for the purpose of amending the Indenture to comply with Article Five of the Indenture without notice to or consent of any Holder;

WHEREAS, Rangers Sub I, FelCor LP and the Subsidiary Guarantors are authorized to execute and deliver this Second Supplemental Indenture;

WHEREAS, the purpose of this Second Supplemental Indenture is to provide that Rangers Sub I expressly assumes all of the obligations of FelCor on the Notes and under the Indenture;

WHEREAS, Rangers Sub I has provided the Trustee and Collateral Agent with evidence that it is in compliance with Section 5.01(iii) of the Indenture and has furnished the Trustee and Collateral Agent with an Officers’ Certificate, an Opinion of Counsel and Board Resolutions of Rangers Sub I, FelCor LP and the Subsidiary Guarantors authorizing the execution of and approving this Second Supplemental Indenture pursuant to Section 5.01(iv) of the Indenture;

WHEREAS, FelCor LP hereby requests that the Trustee and Collateral Agent join with Rangers Sub I, FelCor LP and the Subsidiary Guarantors in the execution of this Second Supplemental Indenture; and

WHEREAS, all covenants, conditions and requirements necessary for the execution and delivery of this Second Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, Rangers Sub I, FelCor LP, the Subsidiary Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

SECTION 1.           Definitions.  For all purposes of the Indenture and this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Indenture and this Second Supplemental Indenture as a whole and not to any particular Article, Section or subdivision;

(b)           capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings assigned to them in the Indenture; and

(c)           all references in the Indenture and the Notes to “FelCor Lodging Trust Incorporated” are hereby amended and replaced with “Rangers Sub I, LLC”; and

(d)           all references in the Indenture and the Notes to “FelCor” are hereby amended and replaced with “Rangers Sub I”.

SECTION 2.           Assumption of Obligations.  Effective concurrently with the REIT Merger, pursuant to Section 5.01 of the Indenture, Rangers Sub I hereby succeeds to and is substituted for FelCor, and expressly assumes all of the obligations of FelCor on the Notes and under the Indenture.

SECTION 3.           Notices. All notices or other communications to Rangers Sub I, FelCor LP and the Subsidiary Guarantors shall be given as provided in the Indenture addressed as follows:

c/o RLJ Lodging Trust

3 Bethesda Metro Center, Suite 1000

Bethesda, Maryland

Attention: Chief Financial Officer

SECTION 4.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 5.           The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Rangers Sub I, FelCor LP and the Subsidiary Guarantors.

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SECTION 6.           Successors and Assigns.  All agreements of Rangers Sub I, FelCor LP and the Subsidiary Guarantors in this Second Supplemental Indenture shall bind their respective successors and assigns.  All agreements of the Trustee and the Collateral Agent in this Second Supplemental Indenture shall bind its successors.

SECTION 7.           Separability.  In case any provision of this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 8.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 9.           Counterparts.  The parties may sign any number of copies of this Second Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Second Supplemental Indenture — 5.625% Senior Secured Notes due 2023]

[Signature Page to Second Supplemental Indenture — 5.625% Senior Secured Notes due 2023]

[Signature Page to Second Supplemental Indenture — 5.625% Senior Secured Notes due 2023]

Exhibit 4.2

FELCOR LODGING LIMITED PARTNERSHIP,
as Issuer,

and

THE GUARANTORS PARTY HERETO,
As Guarantors,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee, Registrar and Paying Agent

Second Supplemental Indenture

Dated as of August 31, 2017

Supplemental Indenture to the Indenture
dated as of May 21, 2015
with respect to the
6.000% Senior Notes due 2025

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 31, 2017 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), Rangers Sub I, LLC, a Maryland limited liability company (“Rangers Sub I”) and successor to FelCor Lodging Trust Incorporated (“FelCor”), the other guarantors party hereto and U.S. Bank National Association, a national banking association, as trustee, registrar and paying agent (the “Trustee”).

W I T N E S S E T H

WHEREAS, FelCor LP, FelCor and the Subsidiary Guarantors executed and delivered to the Trustee an Indenture dated as of May 21, 2015, as amended by the First Supplemental Indenture, dated as of August 9, 2017 (as amended, supplemented or otherwise modified, the “Indenture”), pursuant to which FelCor LP issued and has outstanding $475,000,000 aggregate principal amount of 6.000% Senior Notes due 2025 (the “Notes”);

WHEREAS, FelCor LP and FelCor are party to that certain Agreement and Plan of Merger, dated April 23, 2017, by and among RLJ Lodging Trust, a Maryland real estate investment trust, RLJ Lodging Trust, L.P., a Delaware limited partnership (“RLJ LP”), Rangers Sub I, Rangers Sub II, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of RLJ LP (“Partnership Merger Sub”), FelCor and FelCor LP (the “Merger Agreement”) providing for the merger of Partnership Merger Sub with and into FelCor LP, with FelCor LP surviving as a wholly owned subsidiary of RLJ LP (the “Partnership Merger”), and immediately thereafter, the merger of FelCor with and into Rangers Sub I, with Rangers Sub I surviving as a wholly owned subsidiary of RLJ LP (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”).

WHEREAS, the Mergers became effective on the date hereof;

WHEREAS, Section 5.01 of the Indenture provides, among other things, that under certain circumstances FelCor LP and FelCor may consolidate with or merge with or into another entity;

WHEREAS, pursuant to Section 9.01 of the Indenture, Rangers Sub I (as successor to FelCor), FelCor LP, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture for the purpose of amending the Indenture to comply with Article Five of the Indenture without notice to or consent of any Holder;

WHEREAS, Rangers Sub I, FelCor LP and the Subsidiary Guarantors are authorized to execute and deliver this Second Supplemental Indenture;

WHEREAS, the purpose of this Second Supplemental Indenture is to provide that Rangers Sub I expressly assumes all of the obligations of FelCor on the Notes and under the Indenture;

WHEREAS, Rangers Sub I has provided the Trustee with evidence that it is in compliance with Section 5.01(iii) of the Indenture and has furnished the Trustee with an Officers’ Certificate, an Opinion of Counsel and Board Resolutions of Rangers Sub I, FelCor LP and the Subsidiary Guarantors authorizing the execution of and approving this Second Supplemental Indenture pursuant to Section 5.01(iv) of the Indenture;

WHEREAS, FelCor LP hereby requests that the Trustee join with Rangers Sub I, FelCor LP and the Subsidiary Guarantors in the execution of this Second Supplemental Indenture; and

WHEREAS, all covenants, conditions and requirements necessary for the execution and delivery of this Second Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, Rangers Sub I, FelCor LP, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

SECTION 1.           Definitions.  For all purposes of the Indenture and this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Indenture and this Second Supplemental Indenture as a whole and not to any particular Article, Section or subdivision;

(b)           capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings assigned to them in the Indenture; and

(c)           all references in the Indenture and the Notes to “FelCor Lodging Trust Incorporated” are hereby amended and replaced with “Rangers Sub I, LLC”; and

(d)           all references in the Indenture and the Notes to “FelCor” are hereby amended and replaced with “Rangers Sub I”.

SECTION 2.           Assumption of Obligations.  Effective concurrently with the REIT Merger, pursuant to Section 5.01 of the Indenture, Rangers Sub I hereby succeeds to and is substituted for FelCor, and expressly assumes all of the obligations of FelCor on the Notes and under the Indenture.

SECTION 3.           Notices. All notices or other communications to Rangers Sub I, FelCor LP and the Subsidiary Guarantors shall be given as provided in the Indenture addressed as follows:

c/o RLJ Lodging Trust

3 Bethesda Metro Center, Suite 1000

Bethesda, Maryland

Attention: Chief Financial Officer

SECTION 4.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 5.           The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Rangers Sub I, FelCor LP and the Subsidiary Guarantors.

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SECTION 6.           Successors and Assigns.  All agreements of Rangers Sub I, FelCor LP and the Subsidiary Guarantors in this Second Supplemental Indenture shall bind their respective successors and assigns.  All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.

SECTION 7.           Separability.  In case any provision of this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 8.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 9.           Counterparts.  The parties may sign any number of copies of this Second Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Second Supplemental Indenture — 6.000% Senior Notes due 2025]

[Signature Page to Second Supplemental Indenture — 6.000% Senior Notes due 2025]

[Signature Page to Second Supplemental Indenture — 6.000% Senior Notes due 2025]

Exhibit 10.1

EXECUTION VERSION

Loan Numbers: 1008457,

1008458,

and 1010219

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 31, 2017, is made by and between RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING TRUST, a Maryland real estate investment trust (the “Parent Guarantor”), each of the undersigned Subsidiary Guarantors (as defined in the Amended Credit Agreement (as defined below)), the Lenders party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent Guarantor, the Administrative Agent and the financial institutions initially a signatory to the Existing Credit Agreement (as defined below) together with their successors and assigns under Section 13.6. of the Existing Credit Agreement have entered into that certain Second Amended and Restated Credit Agreement dated as of April 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used herein and not defined herein have the meanings provided in the Amended Credit Agreement (as defined below));

WHEREAS, the Borrower and the Parent Guarantor have requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Existing Credit Agreement as described herein;

WHEREAS, the Administrative Agent and the Lenders party to this Amendment (including each undersigned Lender that desires to become party to the Amended Credit Agreement (as defined below) as a “Revolving Credit Lender” thereunder, as identified on the signature pages hereto as a “New Lender” (the “New Lender”)) have agreed to so amend certain terms and conditions of the Existing Credit Agreement to make certain agreed upon modifications on the terms and conditions set forth below in this Amendment; and

WHEREAS, the Parent Guarantor and the Borrower wish to release each of the Subsidiary Guarantors listed on Annex II attached hereto (collectively, the “Released Subsidiary Guarantors”) from the Guaranty, and the Administrative Agent is willing to grant such releases on the terms and conditions set forth 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:

1.                                      New Lender.

(a)                                 Effective as set forth in Section 5 below, each undersigned New Lender agrees to make Revolving Credit Loans pursuant to the terms of the Amended Credit Agreement in the principal amount of such New Lender’s Revolving Credit Commitment as set forth on Schedule I to the Amended Credit Agreement.  Each New Lender not a party to the Existing Credit Agreement hereby acknowledges and agrees that, by its execution of this Amendment as a “New Lender”, (i) such New Lender will be deemed to be a party to the Amended Credit Agreement as a “Revolving Credit Lender” and a “Lender” and (ii) such New Lender shall have all of the obligations of a “Revolving Credit Lender” and a “Lender” under the Amended Credit Agreement and agrees to be bound by all of the terms, provisions and conditions applicable to “Revolving Credit Lenders” and “Lenders” contained in the Amended Credit Agreement, in each case, as if it had executed the same.

(b)                                 Each undersigned New Lender (i) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 9.1. and 9.2. thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) if it is a Foreign Lender, confirms that it has delivered any documentation to the Administrative Agent and the Borrower required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by it.

2.                                      Amendments to Existing Credit Agreement.  Effective as set forth in Section 5 below, the Existing Credit Agreement (including the Exhibits thereto and Schedules I, II, III, 1.1. and 4.1. thereto, but excluding any other Schedules to the Existing Credit Agreement) is hereby amended as set forth in the marked terms on Exhibit A-1 attached hereto (the “Amended Credit Agreement”).  In Exhibit A-1 hereto, deletions of text in the Amended Credit Agreement are indicated by struck-through text, and insertions of text are indicated by bold, double-underlined text.  Exhibit A-2 attached hereto sets forth a clean copy of the Amended Credit Agreement, after giving effect to such amendments.  As so amended, the Existing Credit Agreement shall continue in full force and effect.

3.                                            Amendments to the Guaranty.  Effective as set forth in Section 5 below, the Guaranty is hereby amended as set forth below, and as so amended, the Guaranty shall continue in full force and effect:

(a)                                 Section 23 of the Guaranty is hereby amended (i) to replace the reference to “Section 8.14.(c)” appearing therein with “Section 8.14.” and (ii) to replace the reference to “Section 8.14.(a)” appearing therein with “Section 8.14.”.

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(b)                                 Section 32 of the Guaranty is hereby amended to replace the words “shall means” appearing therein with “means”.

4.                                            Release of Subsidiary Guarantors.

(a)                                 Effective as set forth in Section 5 below, pursuant to Section 8.14.(e) of the Amended Credit Agreement, the Administrative Agent agrees that each Released Subsidiary Guarantor shall be automatically released as a “Guarantor” under the Guaranty and all obligations of such Released Subsidiary Guarantor under the Guaranty and any other Loan Document to which it is a party shall be terminated.

(b)                                 The Borrower hereby represents and warrants that (i) each Released Subsidiary Guarantor has ceased to own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property, as the case may be, and, after giving effect to the release to be effected hereby, the aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Released Subsidiary Guarantors and any other Subsidiary Guarantors released pursuant to Sections 8.14.(e)(i)(a)(3) and 8.14.(e)(i)(b)(1)(B) of the Amended Credit Agreement (other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) have a Fair Market Value of not more than $5,000,000; (ii) each Released Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under Section 8.14. of the Amended Credit Agreement; and (iii) no Default or Event of Default exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. of the Amended Credit Agreement.

5.                                      Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction or waiver of the following conditions precedent:

(a)                                 The Administrative Agent shall have received:

(i)                                     counterparts of this Amendment duly executed and delivered by the Borrower and the other Loan Parties, the Administrative Agent, each New Lender and each Lender;

(ii)                                  a Compliance Certificate dated as of the date hereof and calculated on a pro forma basis after giving effect to this Amendment and the FelCor Acquisition for the Parent Guarantor’s fiscal quarter ending June 30, 2017 signed by the chief executive officer or chief financial officer of the Parent Guarantor;

(iii)                               an opinion of Hogan Lovells LLP, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent;

(iv)                              the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership or other comparable organizational document (if any) of each Loan Party certified as of a date not earlier than fifteen (15) days prior to the date hereof by the Secretary of State of the state of

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formation of such Loan Party (except that, if any such document relating to any Subsidiary Guarantor delivered to the Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended since the date of the Existing Credit Agreement and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document);

(v)                                 a certificate of good standing (or certificate of similar meaning) with respect to each of the Parent Guarantor and the Borrower issued as of a date not earlier than fifteen (15) days prior to the date hereof by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

(vi)                              a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver this Amendment;

(vii)                           copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to the Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended since the date of the Existing Credit Agreement and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

(viii)                        a certificate of a Responsible Officer of the Parent Guarantor or the Borrower certifying (A) as to the conditions set forth in Section 6.2.(a), (b) and (d) of the Amended Credit Agreement on the date hereof and after giving effect to this Amendment and the transactions contemplated hereby and (B) that the FelCor Acquisition shall have been consummated and that all conditions thereto shall have been satisfied, including receipt of all necessary consents from holders of the Existing FelCor Bonds;

(ix)                              all fees and other amounts due and payable on or prior to the date hereof, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees and reasonable and documented out-of-

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pocket expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment;

(x)                                 copies of duly executed amendments to each of the Seven-Year Term Loan Agreement and the Capital One Credit Agreement, in each case, consistent with the collateral requirements, mandatory prepayments, covenant modifications, amendments in connection with the FelCor Acquisition and other modifications contemplated hereby; and

(xi)                              satisfactory evidence that all existing revolving credit facilities or lines of credit of the FelCor Subsidiaries (including, for the avoidance of doubt, that certain Second Amended and Restated Revolving Credit Agreement, dated as of June 4, 2015, among certain FelCor Subsidiaries, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, supplemented or otherwise modified from time to time) shall have been repaid in full and that all obligations thereunder and all liens granted pursuant thereto shall have been terminated and released.

(b)                                 In the good faith and reasonable judgment of the Administrative Agent:

(i)                                     there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders prior to the date hereof that has had or could reasonably be expected to result in a Material Adverse Effect;

(ii)                                  no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under this Amendment and the Loan Documents to which it is a party;

(iii)                               the Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound; and

(iv)                              the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to

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comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

The Administrative Agent shall notify in writing the Borrower and the Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding.

6.                                      Representations and Warranties.  The Borrower and the Parent Guarantor each hereby certifies that: (a) no Default or Event of Default exists as of the date hereof or would exist immediately after giving effect to this Amendment; (b) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such representation and warranty is true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such representation and warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (c) no consent, approval, order or authorization of, or registration or filing with, any third party (other than any required filing with the SEC, which the Borrower agrees to file in a timely manner or filings or recordations required in connection with the perfection of any Lien on the Collateral in favor of the Administrative Agent) is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained; and (d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and the Parent Guarantor, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be limited by equitable principles generally.  The Borrower and the Parent Guarantor each confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment.  Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ or the Administrative Agent’s rights and remedies (all of which are hereby reserved).

7.                                      Ratification.  Without in any way establishing a course of dealing by the Administrative Agent or any Lender, the Borrower, the Parent Guarantor and each Subsidiary Guarantor each hereby reaffirms and confirms its obligations under the Amended Credit Agreement, the Guaranty (solely with respect to the Parent Guarantor and the Subsidiary Guarantors) and the other Loan Documents to which it is a party and each and every such Loan Document executed by the undersigned in connection with the Existing Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.  This Amendment is not intended to and shall not constitute a novation.  All references to the Existing Credit Agreement contained in the above-referenced documents shall be a reference to the Amended Credit Agreement and as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified.

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8.                                      GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

9.                                      Counterparts.  To facilitate execution, this Amendment and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required.  It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart.  All counterparts shall collectively constitute a single document.  It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

10.                               Headings.  The headings of this Amendment are provided for convenience of reference only and shall not affect its construction or interpretation.

11.                               Miscellaneous.  This Amendment shall constitute a Loan Document under the Amended Credit Agreement.  This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby.  No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.  Any determination that any provision of this Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Amendment.  Each of the Borrower and the Parent Guarantor represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Administrative Agent or its counsel in entering into this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.

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ANNEX I

SUBSIDIARY GUARANTORS

Annex I-1

Annex I-2

Annex I-3

Annex I-4

ANNEX II

RELEASED SUBSIDIARY GUARANTORS

Annex II-1

EXHIBIT A-1

MARKED AMENDED CREDIT AGREEMENT

See attached.

EXECUTION VERSION

CONFORMED COPY TO FIRST AMENDMENT DATED AS OF AUGUST 31, 2017

Loan Numbers:  1008457,

1008458,

and 1010219

Revolving Credit CUSIP Number: 74964VAG5,
Tranche A-1 Term Loan CUSIP Number: 74964VAJ9,
Tranche A-2 Term Loan CUSIP Number: 74964VAE0

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of April 22, 2016

by and among

RLJ LODGING TRUST, L.P.,
as Borrower,

RLJ LODGING TRUST,
as Parent Guarantor,

THE FINANCIAL INSTITUTIONS PARTY HERETO
AND THEIR ASSIGNEES UNDER SECTION 13.6.,
as Lenders,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

BANK OF AMERICA, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, and
COMPASS BANK,
as Syndication Agents with respect to the Revolving Credit Facility,

BANK OF AMERICA, N.A.,
as Syndication Agent with respect to the Tranche A-1 Term Loan Facility,

PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK, and
U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agents with respect to the Tranche A-2 Term Loan Facility,

PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents with respect to the Revolving Credit Facility, and

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and TD BANK, N.A.,
as Documentation Agents with respect to the Tranche A-2 Term Loan Facility

WELLS FARGO SECURITIES, LLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
CAPITAL ONE, NATIONAL ASSOCIATION and COMPASS BANK,
as Joint Lead Arrangers and Joint Bookrunners with respect to the Revolving Credit Facility

WELLS FARGO SECURITIES, LLC
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Joint Lead Arrangers and Joint Bookrunners
with respect to the Tranche A-1 Term Loan Facility

WELLS FARGO SECURITIES, LLC,
PNC CAPITAL MARKETS LLC, REGIONS CAPITAL MARKETS, and
U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners
with respect to the Tranche A-2 Term Loan Facility

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THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT as amended, supplemented or otherwise modified from time to time, (this “Agreement”) dated as of April 22, 2016 by and among RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING TRUST, a Maryland real estate investment trust (“Parent Guarantor”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”).

WHEREAS, the Borrower, certain of the Lenders, the Departing Lenders and the Administrative Agent entered into that certain Amended and Restated Credit Agreement dated November 20, 2012 (as amended by First Amendment to Amended and Restated Credit Agreement dated March 20, 2014, by Second Amendment to Amended and Restated Credit Agreement dated June 1, 2015 and by Third Amendment to Amended and Restated Credit Agreement dated November 12, 2015, the “Original Credit Agreement”) providing for a $300,000,000 revolving credit facility and a $400,000,000 term loan facility;

WHEREAS, the Borrower, certain of the Lenders, the Departing Lenders and the Administrative Agent entered into that certain Term Loan Agreement dated August 27, 2013 (as amended or otherwise modified, the “Original Term Loan Agreement”) providing for a $400,000,000 term loan facility; and

WHEREAS, the Borrower, the Parent Guarantor, the Lenders, the Issuing Banks, the Swingline Lenders and the Administrative Agent desire to amend and restate the Original Credit Agreement and the Original Term Loan Agreement to provide for (among other things) an extension of the Revolving Credit Maturity Date and to re-evidence the outstanding indebtedness under the Original Term Loan Agreement by the Tranche A-2 Term Loan Lenders to the Borrower, all on and subject to the terms and conditions contained 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 amend and restate the Original Credit Agreement and the Original Term Loan Agreement, and hereby agree, as follows:

12.  DEFINITIONS

(a)   Definitions.

In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

“Accepting Lenders” has the meaning given that term in Section 13.7.(d).

“Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the Guaranty.

“Additional Costs” has the meaning given that term in Section 5.1.(b).

“Additional Term Loan Advance” means an advance made by an Additional Term Loan Lender pursuant to Section 2.16.(c).  From and after the making of an Additional Term Loan Advance, such Additional Term Loan Advance shall comprise a portion of the applicable Term Loan.

“Additional Term Loan Lender” means a Lender (whether a then existing Lender or a new Lender) that agrees to make an Additional Term Loan Advance pursuant to Section 2.16. From and after the making of its Additional Term Loan Advance, an Additional Term Loan Lender shall be a Tranche A-1 Term Loan Lender or Tranche A-2 Term Loan Lender, as applicable, for all purposes hereunder.

“Adjusted EBITDA” means, for any given period, (a) the EBITDA of the Parent Guarantor and its Subsidiaries determined on a consolidated basis for such period minus (b) the sum of (i) FF&E Reserves for all Hotel Properties of the Parent Guarantor and its Subsidiaries for such period and (ii) the Parent Guarantor’s and its Subsidiaries’ Ownership Share of the FF&E Reserves for all Hotel Properties of their Unconsolidated Affiliates for such period.

“Adjusted Funds From Operations” means, with respect to a Person and for a given period, Funds From Operations of such Person for such period, plus non-cash charges, including amortization expense for stock options and impairment charges (other than non-cash charges that constitute an accrual of a reserve for future cash payments), of such Person for such period.

“Adjusted Net Operating Income” or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

(a)         for each applicable Hotel Property base management fees shall equal the greater of (i) three percent (3.0%) of Gross Operating Revenues or (ii) the actual base management fees paid under the applicable Management Agreement;

(b)         for each applicable Hotel Property reserves for FF&E and capital items shall equal the greater of (i) four percent (4.0%) of Gross Operating Revenues or (ii) the amount of reserves required under the applicable Management Agreement or Franchise Agreement; and

(c)          for each applicable Hotel Property (other than a Hotel Property managed by Marriott International, Inc.) royalty fees shall equal the greater of (i) four percent (4.0%) of Gross Operating Revenues or (ii) the actual royalty fees payable under the applicable Franchise Agreement.

For purposes of determining Adjusted NOI, the Net Operating Income shall be calculated on a pro forma basis for acquisitions and dispositions during such period, such that (i) in the case of a Hotel Property acquired during the calculation period, the Net Operating Income thereof for the entire period shall be included in the determination of Adjusted NOI and (ii) in the case of a Hotel Property disposed of during the calculation period, the Net Operating Income thereof for the entire period shall be excluded in the determination of Adjusted NOI for such period.

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“Administrative Agent” means Wells Fargo Bank, National Association, including its branches and affiliates, as contractual representative of the Lenders under this Agreement, or any successor Administrative Agent appointed pursuant to Section 12.8.

“Administrative Questionnaire” means the Administrative Questionnaire completed by a Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time.

“Affected Lender” has the meaning given that term in Section 5.6.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower.

“Agreement” has the meaning given to that term in the recitals hereto.

“Agreement Date” means the date as of which this Agreement is dated.

“Amendment No. 1 Effective Date” means August 31, 2017.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all Applicable Laws related to the financing of terrorism or money laundering, including without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Facility Fee” means the percentage set forth in the table below corresponding to the Level at which the Ratings-Based Applicable Margin is determined in accordance with the definition thereof: