Document

EXHIBIT 10.3

LIMITED WAIVER TO CREDIT AGREEMENT
This LIMITED WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of November 19, 2021, among ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Borrower”), ASHFORD HOSPITALITY TRUST, INC. (the “Parent”), the guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”) and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
RECITALS:
A.    The Borrower, the Parent, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of January 15, 2021, as amended by that certain Amendment No. 1, dated as of October 12, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”). 
B.    The Borrower, the Parent, the Guarantors, the Administrative Agent and the Lenders have agreed to waive certain provisions set forth in the Credit Agreement, as more fully set forth herein.
AGREEMENT:
In consideration of the premises and mutual covenants herein and for other valuable consideration, the Borrower, the Parent, the Guarantors, the Administrative Agent, and the Lenders party hereto agree as follows:
Section 1.Definitions.  Capitalized terms used in this Waiver but not defined have the meaning provided in the Credit Agreement, as modified hereby.  Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after giving effect to this Waiver, refer to the Credit Agreement, as modified hereby.
Section 2.Waiver.  
2.1The Lenders and the Administrative Agent hereby waive the Parent’s obligation to comply with the negative covenant set forth in Section 7.06(b) of the Credit Agreement insofar as such negative covenant prohibits the declaration of any Restricted Payment constituting current or accrued dividends on Company Preferred Stock on or before November 30, 2021. As such, notwithstanding Section 7.06(b) of the Credit Agreement, effective as of the date first set forth above, the Parent shall be permitted to declare Restricted Payments constituting current or accrued dividends on Company Preferred Stock prior to November 30, 2021, so long as such declared Restricted Payments constituting current or accrued dividends on Company Preferred Stock are not made or paid until after November 30, 2021, and (i) no PIK Principal is then outstanding and (ii) the aggregate amount of Unrestricted Cash, after giving effect to such Restricted Payment, is not less than an amount equal to the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith.
2.2The waiver contained in this Waiver shall be effective only in this instance and for the specific purpose for which it was intended and shall not be deemed to be a consent to any other transaction or matter or waiver of compliance in the future, or a waiver of any preceding or succeeding breach of the same or any other covenant or provision of the Credit Agreement.
Section 3.Representations and Warranties.  Each Loan Party, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders that:
(a)they have the legal power and authority to execute and deliver this Waiver;
(b)the officers executing this Waiver on behalf of the Loan Parties have been duly authorized to execute and deliver the same and bind the Loan Parties with respect to the provisions hereof;
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(c)immediately after giving effect to this Waiver, no Default or Event of Default exists under the Credit Agreement; 
(d)this Waiver constitutes the legal, valid and binding agreement and obligation of the Loan Parties, enforceable against the Loan Parties in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles relating to enforceability (regardless of whether enforcement is sought in equity or at law); and 
(e)each of the representations and warranties set forth in Section 5 of the Credit Agreement and in each other Loan Document is true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof after giving effect to this Waiver, except to the extent that any thereof expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date.
Section 4.Miscellaneous.
4.1Credit Agreement Unaffected.  Each reference to the Credit Agreement in any Loan Document shall hereafter be construed as a reference to the Credit Agreement, as modified hereby.  Except as herein otherwise specifically provided, all provisions of the Credit Agreement (as modified hereby) and the other Loan Documents shall remain in full force and effect and be unaffected hereby. This Waiver shall constitute a “Loan Document” for all purposes under and pursuant to the Credit Agreement and the other Loan Documents.
4.2Headings.  Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.
4.3Counterparts.  This Waiver may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature or other electronic transmissions, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
4.4Governing Law; Consent to Jurisdiction.  The provisions of Sections 11.14 and 11.15 of the Credit Agreement shall be set forth herein mutatis mutandis.
4.5Costs and Expenses.  The out-of-pocket expenses incurred by the Administrative Agent or any Lender in connection with the preparation, negotiation, execution, delivery and administration of this Waiver shall be paid by the Borrower in accordance with Section 11.04(a) of the Credit Agreement.
4.6Release. By signing below, each Loan Party hereby releases, remises, acquits and forever discharges the Administrative Agent, the Lenders and their respective employees, agents, representatives, consultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, parent corporations and related corporate divisions (collectively, the “Released Parties”), from any and all actions, causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct or indirect, at law or in equity, of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of any or in any way connected to this Waiver or any other Loan Document (collectively, the “Released Matters”). Each Loan Party hereby acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters.  Each Loan Party hereby represents and warrants to the Administrative Agent and each Lender that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Loan Party in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.
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[Signature pages follow.]
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IN WITNESS WHEREOF, this Waiver has been duly executed and delivered as of the date first above written.


ASHFORD HOSPITALITY TRUST, INC.





By:    /s/ J. Robison Hays III    
Name:    J. Robison Hays III
Title:    Chief Executive Officer
ASHFORD OP GENERAL PARTNER LLC
ASHFORD OP LIMITED PARTNER LLC






By:    /s/ J. Robison Hays III    
Name:    J. Robison Hays III
Title:    President and Chief Executive
    Officer
ASHFORD HOSPITALITY LIMITED PARTNERSHIP

By:    Ashford OP General Partner LLC, its     general partner






By:     /s/ Alex Rose    
Name:    Alex Rose
Title:    Executive Vice President, General 
    Counsel and Secretary


[Signature Page to Waiver]
 








ASHFORD A-3 MEZZ LLC
ASHFORD AA SENIOR MEZZ LLC
ASHFORD C-1 LLC
ASHFORD C-2 LLC
ASHFORD CHAMBERS GP LLC
ASHFORD CREDIT HOLDING LLC
ASHFORD D-3 MEZZ LLC
ASHFORD FIVE JUNIOR HOLDER LLC
ASHFORD FIVE JUNIOR MEZZ LLC
ASHFORD FIVE SENIOR MEZZ LLC
ASHFORD G-3 MEZZ LLC
ASHFORD IHC LLC
ASHFORD JUNIOR A LLC
ASHFORD JUNIOR B LLC
ASHFORD JUNIOR Ml LLC
ASHFORD JUNIOR M2 LLC
ASHFORD LE PAVILLON SENIOR MEZZ LLC
ASHFORD POOL C2 JUNIOR HOLDER LLC
ASHFORD POOL C2 JUNIOR MEZZ LLC
ASHFORD POOL C2 SENIOR MEZZ LLC
ASHFORD SENIOR M1 LLC
ASHFORD SENIOR M2 LLC
ASHFORD TEN JUNIOR MEZZ LLC
ASHFORD TEN SENIOR MEZZ LLC
ASHFORD WQ HOTEL GP LLC
HH MEZZ BORROWER A-4 LLC
HH MEZZ BORROWER G-4 LLC
HH SWAP C LLC
HH SWAP C-1 LLC
HH SWAP F LLC
HH SWAP F-1 LLC
PIM HIGHLAND HOLDING LLC
RFS SPE 2000 LLC
By:       /s/ Alex Rose    
Name:  Alex Rose
Title:    Vice President and Secretary
[Signature Page to Waiver]
 







ASHFORD TRS AA SENIOR MEZZ LLC
ASHFORD TRS ASHTON HOLDER LLC
ASHFORD TRS C-I LLC ASHFORD TRS C-2 LLC
ASHFORD TRS CHAMBERS LLC
ASHFORD TRS FIVE JUNIOR HOLDER I LLC 
ASHFORD TRS FIVE JUNIOR HOLDER II LLC 
ASHFORD TRS FIVE JUNIOR HOLDER III LLC 
ASHFORD TRS FIVE JUNIOR HOLDER IV LLC 
ASHFORD TRS FIVE JUNIOR HOLDER V LLC
ASHFORD TRS FIVE JUNIOR MEZZ I LLC 
ASHFORD TRS FIVE JUNIOR MEZZ II LLC 
ASHFORD TRS FIVE JUNIOR MEZZ III LLC 
ASHFORD TRS FIVE JUNIOR MEZZ IV LLC 
ASHFORD TRS FIVE JUNIOR MEZZ V LLC 
ASHFORD TRS FIVE SENIOR MEZZ I LLC 
ASHFORD TRS FIVE SENIOR MEZZ II LLC 
ASHFORD TRS FIVE SENIOR MEZZ III LLC 
ASHFORD TRS FIVE SENIOR MEZZ IV LLC 
ASHFORD TRS FIVE SENIOR MEZZ V LLC 
ASHFORD TRS JUNIOR A LLC
ASHFORD TRS JUNIOR B LLC
ASHFORD TRS JUNIOR MI LLC 
ASHFORD TRS JUNIOR M2 LLC
ASHFORD TRS LE PA VILLON SENIOR MEZZ LLC 
ASHFORD TRS POOL C2 JUNIOR HOLDER LLC
ASHFORD TRS POOL C2 JUNIOR MEZZ LLC
ASHFORD TRS POOL C2 SENIOR MEZZ LLC
ASHFORD TRS POOL C3 JUNIOR HOLDER LLC
ASHFORD TRS POOL C3 JUNIOR MEZZ LLC
ASHFORD TRS POOL C3 SENIOR MEZZ LLC
ASHFORD TRS SENIOR M1 LLC
ASHFORD TRS SENIOR M2 LLC
ASHFORD TRS TEN JUNIOR MEZZ LLC
ASHFORD TRS TEN SENIOR MEZZ LLC
ASHFORD TRS WQ LLC
HH MEZZ BORROWER D-2 LLC 
HH MEZZ BORROWER D-4 LLC 
AH TENANT CORPORATION 
ASHFORD TRS CORPORATION 
ASHFORD TRS VI CORPORATION 
CRYSTAL CITY TENANT CORP. 
LEE VISTA TENANT CORP. 
SANTA CLARA TENANT CORP.
By:    /s/ Deric S. Eubanks
Name:  Deric S. Eubanks
Title:    President and Secretary
[Signature Page to Waiver]
 







ASHFORD CHAMBERS LP
By:  ASHFORD CHAMBERS GP LLC,
its general partner
By:    /s/ Alex Rose    
Name:  Alex Rose
Title:    Vice President and Secretary
ASHFORD WQ HOTEL LP
By: ASHFORD WQ HOTEL GP LLC, 
its general partner
By:    /s/ Alex Rose    
Name:  Alex Rose
Title:    Vice President and Secretary
ASHFORD WQ LICENSEE LLC
By: ASHFORD TRS CORPORATION, 
its sole member
By:    /s/ Deric S. Eubanks    
Name:  Deric S. Eubanks
Title:    President
    


[Signature Page to Waiver]







OPPS AHT HOLDINGS, LLC
By: Oaktree Fund GP, LLC, its Manager
By: Oaktree Fund GP I, L.P., its Managing Member






By:     /s/ Jordan Mikes
Name: Jordan Mikes
Title:  Authorized Signatory





By:     /s/ Brian Laibow
Name: Brian Laibow
Title:  Authorized Signatory
[Signature Page to Waiver]







ROF8 AHT PT, LLC






By:     /s/ Taejo Kim
Name: Taejo Kim
Title:  Authorized Signatory






By:    /s/ Cary Kleinman
Name: Cary Kleinman
Title:  Authorized Signatory


[Signature Page to Waiver]







                                              OAKTREE PHOENIX INVESTMENT FUND AIF (DELAWARE), L.P.
                                              By: Oaktree Fund AIF Series, L.P. – Series U, its General Partner
                                              By: Oaktree Fund GP AIF, LLC, its General Partner
                                              By: Oaktree Fund GP III, L.P., its Managing Member






                                              By:     /s/ Jordan Mikes
                                              Name: Jordan Mikes
                                              Title:  Authorized Signatory




                                              By:     /s/ Steven Tesoriere
                                              Name: Steven Tesoriere
                                              Title:  Authorized Signatory




[Signature Page to Waiver]







OAKTREE FUND ADMINISTRATION, LLC, as 
Administrative Agent
By: Oaktree Capital Management, L.P., its Managing Member






By:     /s/ Henry Orren
Name: Henry Orren
Title:   Vice President


By:     /s/ Brian Price
Name:  Brian Price
Title:    Senior Vice President
[Signature Page to Waiver]