Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2022, DiamondRock Hospitality Company (the "Company"), as parent guarantor, DiamondRock Hospitality Limited Partnership, as borrower, and certain subsidiaries of the Company, as guarantors, entered into a Fourth Amendment (the "Fourth Amendment") to the Fifth Amended and Restated Credit Agreement dated as of July 25, 2019, with Wells Fargo Bank, National Association, as administrative agent, and certain other lenders named therein (the "Credit Agreement", and as amended by the First Amendment, dated as of June 9, 2020, the Second Amendment, dated as of August 14, 2020, the Third Amendment dated as of January 20, 2021, and the Fourth Amendment, the "Amended Credit Agreement").

The Fourth Amendment extends the existing waiver of the quarterly-tested financial covenants through March 31, 2022, unless the Company elects to terminate the waiver on an earlier date (the "Covenant Relief Period").

Following the end of the Covenant Relief Period, the Fourth Amendment modifies certain financial covenants until July 1, 2023, unless the Company elects to terminate the period on an earlier date (the "Ratio Adjustment Period"), as follows:

• Fixed Charge Coverage Ratio may not be less than 1.00 to 1.00 for the first


   testing period of the Ratio Adjustment Period, 1.20 to 1.00 for the second
   testing period of the Ratio Adjustment Period, 1.40 to 1.00 for the third
   testing period of the Ratio Adjustment Period and 1.50 to 1.00 thereafter.

• Maximum Leverage Ratio is increased from 60% to 65%;

• Unencumbered Leverage Ratio is increased from 60% to 65%; and

• Unencumbered Implied Debt Service Coverage Ratio may not be less than 1.00 to


   1.00.

During the Covenant Relief Period and until the date the Company has demonstrated compliance with the financial covenants for the fiscal quarter following the end of the Covenant Relief Period, the Fourth Amendment allows for acquisitions of unencumbered hotels, subject to a $550 million limitation, so long as certain financial conditions are met.

As of February 4, 2022, $160.0 million of borrowings were outstanding under the revolving credit facility and $350.0 million of term loans were outstanding under the Amended Credit Agreement.

The foregoing description of the Fourth Amendment is qualified in its entirety by the full terms and conditions of the Fourth Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation Of A Direct Financial Obligation Or An Obligation Under An


           Off-Balance Sheet Arrangement Of A Registrant.

The information set forth under Item 1.01 of this Current Report hereby incorporated by reference into this Item 2.03.




 Item 8.01 Other Events.

On February 4, 2022, the Company entered into a Fifth Amendment to the Term Loan Agreement dated as of October 18, 2018, which provides for a $50 million unsecured term loan due in October 2023, to conform to the terms being amended in the Amended Credit Agreement, as further described in Item 1.01.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

The following exhibits are included with this report:





Exhibit No.   Description

  10.1          Fourth Amendment to Fifth Amended and Restated Credit Agreement
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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