Item 1.01 Entry into a Material Definitive Agreement






Credit Agreement

On January 15, 2021, Ashford Hospitality Trust, Inc. ("Ashford Trust" or the "Company") and Ashford Hospitality Limited Partnership, an indirect subsidiary of Company (the "Borrower") entered into a Credit Agreement (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"). The Credit Agreement provides that, subject to the conditions set forth therein, the Lenders will make available to the Borrower a senior secured term loan facility comprising of (a) initial term loans (the "Initial Term Loan") 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 (the "Additional DDTL," and together with the Initial Term Loan and the Initial DDTL, collectively, the "Loans"), in each case to fund general corporate operations of the Company and its subsidiaries.

The Loans under the Credit Agreement will bear interest (a) with respect to the Initial Term Loan and the Initial DDTL, at an annual rate equal to 16% for the first two years, reducing to 14% thereafter and (b) with respect to the Additional DDTL, at an annual rate equal to 18.5% for the first two years, reducing to 16.5% thereafter. Interest payments on the Loans will be due and payable in arrears on the last business day of March, June, September and December of each calendar year and the Maturity Date (as defined below). For the first two years following the closing of the Credit Agreement, the Borrower will have the option to pay accrued interest "in kind" by adding such amount of accrued interest to the outstanding principal balance of the Loans (such interest, "PIK Interest"). The initial maturity date of the Credit Agreement (the "Maturity Date") shall be three years, with two optional one-year extensions subject to satisfaction of certain terms and conditions. The Lenders shall, subject to certain terms, have the ability to make protective advances to the Borrower pursuant to the terms of the Credit Agreement to cure defaults with respect to mortgage and mezzanine-level indebtedness of subsidiaries of the Borrower having principal balances in excess of $400,000,000.

The Loans under the Credit Agreement are subject to prepayment with the net cash proceeds of certain events including asset sales, casualty events, excess proceeds from refinancings of property-level debt and the issuance of indebtedness that is not permitted to be incurred under the Credit Agreement, in certain cases subject to the right of the Borrower to reinvest such net cash proceeds in assets useful to the business or use a portion thereof to fund operating shortfalls at property-level subsidiaries. The Borrower will pay certain customary fees and expenses in connection with the funding of the Loans under the Credit Agreement. Certain prepayments or repayments of the Loans are subject to prepayment premiums as described in the Credit Agreement, including a customary make-whole premium in respect of prepayments made within the first 24 months after the closing of the Credit Agreement.

The Credit Agreement contains certain customary affirmative and negative covenants, subject to certain carve-outs and exceptions, including restrictions upon the ability of the Company to incur debt and liens, make investments and dispositions, and a covenant to maintain not less than $50,000,000 in unrestricted cash. The Credit Agreement also contains customary events of default including (subject to customary grace periods and materiality qualifiers), among others, (a) the failure to re-pay the Loans made under the Credit Agreement when due, (b) the failure to perform or observe any term, covenant or agreement contained in the Credit Agreement and accompanying documents, (c) cross-default to indebtedness of the Borrower having an aggregate principal amount of more than $40,000,000, (d) cross-acceleration to indebtedness of property-level subsidiaries having an aggregate principal amount in excess of $400,000,000 and (e) the institution of insolvency proceedings.





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The Company and certain of its subsidiaries that are guarantors have granted liens on substantially all of their assets to the Lenders to secure the obligations under the Credit Agreement, subject to certain exceptions and permitted liens.

Upon the earliest of the repayment in full of the Loans, the final maturity of the Loans under the Credit Agreement or the acceleration of the Loans after an event of default, the Lenders will be entitled to an exit fee (the "Exit Fee"), which, at the election of the Lenders, will be satisfied by either the payment of a cash fee equal to (1) 15% of all Loans advanced plus any outstanding capitalized PIK Interest (which may, subject to certain conditions, at the election of the company, be paid in the form of common stock of the Company) or (2) warrants for the purchase of common stock of the Company equal to 19.9% of all common stock outstanding on the closing date of the Credit Agreement plus 1% multiplied by the quotient obtained by dividing the aggregate amount of all Initial DDTL advances made under the Credit Agreement by $10 million, subject to additional adjustments and conditions as more fully described in the Credit Agreement and the Warrant Certificate included as Exhibit B thereto.

The foregoing description of the Credit Agreement 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, a copy of which is attached to hereto as Exhibit 10.1, and is incorporated herein by reference.





Investor Agreement

In connection with the transactions contemplated by the Credit Agreement, on January 15, 2021, Ashford Trust entered into an Investor Agreement (the "Investor Agreement") with the Lenders. The Investor Agreement sets forth various arrangements and restrictions with respect to the parties, including, among others, the following:

Board Observers. Until the later of (a) such time as the Loans have been repaid in full and (b) the Lenders beneficially own, in the aggregate, warrants, shares of common stock, par value $0.01 per share, of Ashford Trust ("Common Stock") or common units of limited partnership interests in the Borrower ("Common Partnership Units"), in each case solely to the extent issued in connection with the payment of the Exit Fee, representing (or convertible, exchangeable, redeemable or exerciseable into) less than fifteen percent (15%) of the total number of shares of Common Stock on a fully diluted basis, the Lenders shall have the right to appoint two (2) observers to the board of directors of Ashford Trust (the "Board"), subject to certain limitations as more fully described in the Investor Agreement.

Standstill. The Investor Agreement includes customary standstill provisions which require that, until the later of (a) such time as the Loans have been . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.




Item 8.01 Other Events.

On January 15, 2021, Ashford Trust issued a press release announcing that it had entered into the Credit Agreement and the other agreements contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits



Exhibit
No.         Description
  10.1*       Credit Agreement, dated as of January 15, 2021, by and among Ashford
            Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, OPPS
            AHT Holdings, LLC, ROF8 AHT PT, LLC, Oaktree Phoenix Investment Fund
            AIF (Delaware), L.P., and Oaktree Fund Administration, LLC, as
            administrative agent
  10.2        Investor Agreement, dated as of January 15, 2021, by and among
            Ashford Hospitality Trust, Inc., OPPS AHT Holdings, LLC and ROF8 AHT
            PT, LLC
  10.3        Subordination and Non-Disturbance Agreement, dated as of January 15,
            2021, by and among Oaktree Fund Administration, LLC as the
            Administrative Agent and collateral agent on behalf of the Lenders,
            Ashford Inc., Ashford Hospitality Advisors LLC, Ashford Hospitality
            Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS
            Corporation, Remington Lodging & Hospitality, LLC, Premier Project
            Management, LLC and Lismore Capital II LLC
  99.1        Press Release, dated January 15, 2021
104         Cover Page Interactive Data File (formatted in Inline XBRL and
            contained in Exhibit 101)

* Certain of the schedules to the Credit Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the Securities and Exchange Commission upon request.






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