FIRST AMENDMENT TO AMENDED AND RESTATED INDENTURE dated as ofMarch 22, 2005 among

Exhibit 10.2

FIRST AMENDMENT TO

AMENDED AND RESTATED INDENTURE

dated as of March 22, 2005

among

THE ISSUERS NAMED HEREIN,

as Issuers,

LASALLE BANK NATIONAL ASSOCIATION,

as Note Trustee

and

GERMAN AMERICAN CAPITAL CORPORATION,

as Noteholder

FIRST AMENDMENT TO AMENDED AND RESTATED INDENTURE

THIS FIRST AMENDMENT TO AMENDED AND RESTATED INDENTURE (this Amendment) is dated as of March 22, 2005, by and among each of the parties, identified on Schedule A hereto (Issuer); LaSalle Bank National Association, not in its individual capacity but solely as trustee for the benefit of the Noteholders and any successor thereto (in such capacity, Note Trustee); and German American Capital Corporation, as the sole Noteholder (GACC).

W I T N E S S E T H:

WHEREAS, Issuer and Note Trustee are parties to that certain Amended and Restated Indenture, dated as of August 24, 2004, (as amended, restated, replaced, supplemented or otherwise modified from time to time, the Indenture).

WHEREAS, GACC is the sole Noteholder under the Indenture.

WHEREAS, Issuer, Note Trustee and GACC agree to amend the Indenture 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 Indenture as follows:

“a comparison of the budgeted income and expenses and the actual income and expenses for such quarter for the Properties, together with a detailed explanation of any variances of twenty percent (20%) or more between budgeted and actual amounts in the aggregate and on a line-item basis for such period and year to date; provided, however, that Issuers shall not be obligated to provide such detailed explanation for line items the actual amounts for such quarter of which are less than $250,000;”

Issuers shall furnish to the Note Trustee and Servicer, within twenty-five days after the end of each calendar month, unaudited operating statements (provided, that such monthly operating statements do not have to be prepared in a manner consistent with GAAP), aged accounts receivable reports, rent rolls, STAR Reports and PACE Reports; occupancy and ADR reports, in each case, for each Property and for the Properties in the aggregate and accompanied by an Officer’s Certificate, certifying that (i) with respect to the operating statements, that such statements are true, correct, accurate and complete and fairly present the results of the operations of Issuers and the Properties, (ii) with respect to the aged accounts receivable reports, rent rolls, occupancy and ADR reports, that such items are to the best of Issuers’ knowledge true, correct and accurate and fairly present the results of the operations of Issuers and the Properties (provided that Issuers shall not be required to (x) furnish to the Servicer any information which Issuers have been unable to obtain from the applicable Property Manager after using reasonable efforts to do so or (y) provide the certification in clauses (i) or (ii) above solely with respect to the monthly Star Reports and Pace Reports and (iii) a calculation of Aggregate DSCR for the trailing twelve (12) month period ending with such month. Issuers shall also furnish to the Servicer, within twenty-five days after the end of each calendar month, a certificate in the form of Schedule I to this Indenture;

“Material Alteration” shall mean any Alteration (other than with respect to replacements of FF&E that are funded from reserves for FF&E reserved for hereunder or under the applicable Property Management Agreement by the applicable Property Manager) to be performed by or on behalf of an Issuer at any Property the cost of which (including, without limitation, construction costs and costs of architects, engineers and other professionals) as reasonably estimated by an Independent Architect, exceeds the Threshold Amount.

“Threshold Amount” shall mean with respect to each Property, the lesser of 10% of the Allocated Outstanding Principal Amount for such Property or $5 million.

“The Alteration or Expansion may not in and of itself, either during the Alteration or Expansion or upon completion, be reasonably expected to have a Material Adverse Effect with respect to a Property or with respect

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to any Material Alteration or Material Expansion adversely affect the annual Net Operating Income, taking into account the required escrows (or completion bond) provided under Section 7.1(h)(i) below; provided that if, as reasonably determined by the Servicer, such Material Alteration or Material Expansion would adversely affect the annual Net Operating Income, then in order to proceed with such Material Alteration or Material Expansion the Issuers shall deliver to Note Trustee Eligible Collateral in the total amount of the estimated reduction in Net Operating Income resulting from such Material Alteration or Material Expansion as additional security for the Debt. On each Payment Date during the period in which such Material Alteration or Material Expansion is being performed, Note Trustee shall release a portion of such Eligible Collateral to Issuer in an amount equal to the estimated reduction in the Net Operating Income resulting from such Material Alteration or Material Expansion for the month in which the Payment Date occurs. Any remaining Eligible Collateral shall be returned to Issuers after completion of such Material Alteration or Material Expansion if the reduction in Net Operating Income has been restored and no Event of Default has occurred and is continuing.”

“Revolver Loan” shall mean that certain revolving credit facility from Deutsche Bank Trust Company Americas to Strategic Hotel Funding, L.L.C., evidenced by that certain Revolving Credit Agreement, dated as of the Original Closing Date, between Deutsche Bank Trust Company Americas and Strategic Hotel Funding, L.L.C, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Operating Expenses” shall not include (i) depreciation or amortization or other noncash items, (ii) the principal and interest on the Notes, (iii) income taxes or other taxes in the nature of income taxes, (iv) the cost of any FF&E expenditures (other than amounts deposited into the applicable Hotel Operating Account for FF&E expenditures, which shall be considered an “Operating Expense” as used herein) or any other capital expenditures, (v) distributions to the members in an Issuer, (vi) any expenses incurred by Issuer in prosecuting the Marriott Litigation, (vii) the excess of insurance premiums over $750,000 (per annum) incurred by Issuers solely in connection with the purchase of earthquake insurance pursuant to Section 8.1(b)(viii). or (viii) the excess of insurance premiums over $46,654 (per annum) incurred by Issuers solely in connection with the purchase of terrorism insurance pursuant to Section 8.1(b)(xi).

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“Such insurance (other than earthquake insurance and political risk insurance) (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation), or such lesser amounts approved by a majority (by Outstanding Principal Amount) of the Noteholders in their sole discretion (or after a Securitization, upon receipt of a Rating Confirmation), and (ii) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full replacement cost of each Property, and, with respect to earthquake insurance, deductibles no greater than 10% of the full replacement cost of each Property).”

“With respect to the Mexican Properties, the Marriott Las Palmas Property, the Property known as the Hilton Burbank Airport, Burbank, California, the Ritz Carlton Half Moon Bay Property and the Loews Santa Monica, Los Angeles, California, earthquake insurance in an amount equal to the lesser of (a) twice the probable maximum loss (as determined by the Servicer in its sole discretion) of the applicable Property and (b) $25,000,000 (such amount, the “Earthquake Coverage Amount”), provided that (A) any credit enhancement proposed to be provided by or on behalf of Issuers in connection with the deductible on such earthquake insurance shall be subject to the prior receipt of a Rating Confirmation, and (B) in the event that such earthquake insurance shall not be available for any reason, Issuers shall have the right, subject to a Rating Confirmation, to deliver to the Servicer in lieu of such insurance coverage Eligible Collateral or a guarantee from an entity acceptable to the Servicer (prior to a Securitization) and each of the Rating Agencies in such amount and in such form and substance as shall be approved by a majority (by Outstanding Principal Amount) of the Noteholders (prior to a Securitization) and each of the Rating Agencies in their sole discretion (provided that such Eligible Collateral or guarantee will not be required to exceed the amount of coverage that would have been required if earthquake insurance were still available under this Section (viii)). Notwithstanding the foregoing, Issuer agrees at all times to maintain earthquake insurance coverage throughout the term of the Notes (including extension terms) in an amount not less than that which can be purchased for a sum equal to $750,000 (the “Earthquake Maximum Premium Amount”) in any single policy year, provided, that under no circumstance shall earthquake coverage in excess of the Earthquake

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Coverage Amount (per occurrence) of coverage be required hereunder. In the event of any change in the Earthquake Coverage Amount, the parties hereby agree that the Earthquake Maximum Premium Amount shall also be ratably reduced from time to time based on the ratio that the (1) then applicable Earthquake Coverage Amount bears to (2) the Earthquake Coverage Amount in effect on the Closing Date;”

“Disbursements from the Liquidity Reserve Account. On the Closing Date, Issuers shall deposit to the Liquidity Reserve Account as additional collateral for the Notes an amount equal to $2,864,488.52 (the “Initial Liquidity Reserve Amount”). The Servicer shall release (or authorize the release of) the Initial Liquidity Reserve Amount to Issuers on March     , 2005.”

“Release Amount” means (a) with respect to each Property other than the Ritz Carlton Half Moon Bay Property, the Marriott Las Palmas Property, the Property known as the Marriott Schaumburg, the Property known as the Embassy Suites Lake Buena Vista and the Property known as the Hilton Burbank Airport, an amount equal to 115% of such Property’s Allocated Outstanding Principal Amount and (b) with respect to the Ritz Carlton Half Moon Bay Property, the Marriott Las Palmas Property, the Property known as the Marriott Schaumburg, the Property known as the Embassy Suites Lake Buena Vista and the Property known as the Hilton Burbank Airport, an amount equal to 100% of such Property’s Allocated Outstanding Principal Amount; provided that, should the total aggregate Principal Amount that is being repaid under this clause (b) exceed $60,000,000, the Release Amount under this clause (b) for any repayment in excess of $60,000,000 shall be an amount equal to 115% of the applicable Property’s Allocable Outstanding Principal Amount.

“Permitted Prepayment Date” shall mean the Payment Date in February 2005.

“Other Property Prepayment Fee” shall mean, with respect to a Prepayment and release of any Property other than the Ritz Carlton Half Moon Bay Property, an amount equal to:

(i) 0.80% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in February 2005 but prior to the Payment Date in March 2005,

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(ii) 0.70% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in March 2005 but prior to the Payment Date in April 2005,

(iii) 0.60% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in April 2005 but prior to the Payment Date in May 2005,

(iv) 0.50% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in May 2005 but prior to the Payment Date in June 2005,

(v) 0.40% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in June 2005 but prior to the Payment Date in July 2005,

(vi) 0.30% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in July 2005 but prior to the Payment Date in August 2005 and

(vii) 0.20% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in August 2005 but prior to the Payment Date in September 2005 and

(viii) 0.10% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in September 2005 but prior to the Payment Date in October 2005, provided there shall be no amounts payable on or after the Payment Date in October 2005.

“Ritz Carlton Half Moon Bay Prepayment Fee” shall mean, with respect to a Prepayment and release of the Ritz Carlton Half Moon Bay Property, an amount equal to:

(i) 1.6500% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in February 2005 but prior to the Payment Date in March 2005,

(ii) 1.56389% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in March 2005 but prior to the Payment Date in April 2005,

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(iii) 1.47778% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in April 2005 but prior to the Payment Date in May 2005,

(iv) 1.39167% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in May 2005 but prior to the Payment Date in June 2005,

(v) 1.30556% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in June 2005 but prior to the Payment Date in July 2005,

(vi) 1.21944% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in July 2005 but prior to the Payment Date in August 2005,

(vii) 1.13333% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in August 2005 but prior to the Payment Date in September 2005,

(viii) 1.04722% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in September 2005 but prior to the Payment Date in October 2005,

(ix) 0.96111% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in October 2005 but prior to the Payment Date in November 2005,

(x) 0.87500% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in November 2005 but prior to the Payment Date in December 2005,

(xi) 0.78889% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in December 2005 but prior to the Payment Date in January 2006,

(xii) 0.70278% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in January 2006 but prior to the Payment Date in February 2006,

(xiii) 0.61667% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in February 2006 but prior to the Payment Date in March 2006,

(xiv) 0.53056% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in March 2006 but prior to the Payment Date in April 2006,

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(xv) 0.44444% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in April 2006 but prior to the Payment Date in May 2006,

(xvi) 0.35833% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in May 2006 but prior to the Payment Date in June 2006,

(xvii) 0.27222% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in June 2006 but prior to the Payment Date in July 2006,

(xviii) 0.18611% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in July 2006 but prior to the Payment Date in August 2006, and

(xix) 0.1000% of the Outstanding Principal Amount prepaid if such Prepayment and release occurs on the Payment Date in August 2006 but prior to the Payment Date in September 2006, provided there shall be no amounts payable on or after the Payment Date in September 2006.

“(ii) a Rating Confirmation shall have been obtained with respect to such action”

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[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.

SCHEDULE A

ISSUERS