| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously announced, on
January 15, 2021, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) and Ashford
Hospitality Limited Partnership, an indirect subsidiary of the Company (the “Borrower”), entered into a Credit Agreement
(as amended, the “Credit Agreement”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the
“Lenders”) and Oaktree Fund Administration, LLC, as administrative agent (the “Administrative Agent”).
Also as previously announced, on October 11, 2021, Ashford Trust and the Borrower entered into Amendment No. 1 to the Credit
Agreement (“Amendment No. 1”) with the Lenders and the Administrative Agent.
Pursuant to the Credit Agreement,
as amended by Amendment No. 1, the Lenders made available to the Borrower a senior secured term loan facility comprising of (a) initial
term loans in an aggregate principal amount of $200,000,000, (b) initial delayed draw term loans in an aggregate principal amount of up
to $150,000,000 (the “Initial DDTL”), and (c) additional delayed draw term loans in an aggregate principal amount of
up to $100,000,000, in each case to fund general corporate operations of the Company and its subsidiaries.
On June 21, 2023,
Ashford Trust and the Borrower entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”) with the
Lenders and the Administrative Agent. Amendment No. 2, subject to the conditions set forth therein, provides that, among other things:
(i) the
DDTL Commitment Expiration Date (as defined in the Credit Agreement) will be July 7, 2023, or such earlier date that the Borrower
makes an Initial DDTL draw to be used by the Borrower to prepay certain mortgage indebtedness;
(ii) notwithstanding
the occurrence of the DDTL Commitment Expiration Date, up to $100,000,000 of Initial DDTLs will be made available by the Lenders for a
period of twelve (12) months ending July 7, 2024, subject to the Borrower paying an unused fee of 9% per annum on the undrawn
amount;
(iii) Ashford
Trust and the Borrower will be permitted to make certain Restricted Payments (as defined in the Credit Agreement), including without limitation
dividends on Ashford Trust’s preferred stock, without having to maintain Unrestricted Cash (as defined in the Credit Agreement)
in an amount not less than the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof
or contemporaneously therewith;
(iv) a
default on certain pool mortgage loans will not be counted against the $400,000,000 Mortgage Debt Threshold Amount (as defined in the
Credit Agreement);
(v) for
purposes of the Mortgage Debt Threshold Amount, a certain mortgage loan, with a current aggregate principal amount of $415,000,000, will
be deemed to have a principal amount of $400,000,000; and
(vi) when
payable by the Borrower under the Credit Agreement, at least 50% of the Exit Fee (as defined in the Credit Agreement) shall be paid as
a Cash Exit Fee (as defined in the Credit Agreement).
The foregoing description
of the Credit Agreement, Amendment No. 1, Amendment No. 2 and the transactions contemplated thereby does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Credit Agreement, Amendment No. 1 and Amendment No. 2, copies of
which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.