Exhibit 10.1


 


LISMORE CAPITAL


14185 Dallas Parkway, Suite 1100


Dallas, Texas 75254


 


As of April 6, 2020


 


Deric Eubanks


Chief Financial Officer


Ashford Hospitality Trust, Inc.


14185 Dallas Parkway, Suite 1100


Dallas, TX 75254


 


RE:                Amended and Restated Ashford
Trust Agreement


 


Dear Deric:


 


Lismore Capital II LLC (“Lismore”)
and Ashford Hospitality Trust, Inc. (“Trust”) entered into that certain loan modification/extension agreement
dated March 20, 2020 (the “Original Agreement”) and Lismore and Trust desire to and do hereby amend and
restate the Agreement (the “Amended Agreement”) as follows:


 


	1)	Trust hereby grants Lismore the right and authority during the Agreement Term (as defined herein)
to negotiate the: (i) maturity date extension of the existing mortgage debt on Trust’s hotels listed on Addendum A
hereto (an “Extension”); (ii) forbearance, refinancing or modification of the existing mortgage debt
on Trust’s hotels listed on Addendum A and Addendum B hereto (other than an Extension, Principal
Reduction or Debt to Equity Conversion) (a “Forbearance”); (iii) reduction in principal amount of the
existing mortgage debt on Trust’s hotels listed on Addendum A hereto (a “Principal Reduction”);
and (iv) conversion of all or a portion of any existing mortgage debt on Trust’s hotels listed on Addendum A
hereto into equity or equity-like securities or other instruments of Trust (a “Debt to Equity Conversion”
and, collectively with the Extension, Forbearance and/or Principal Reduction, the “Financing”).



 


	2)	This Amended Agreement shall commence on the date hereof and shall end on the date that is twenty-four
(24) months following the date hereof, or upon it being terminated by Trust on not less than thirty (30) days written notice (the
“Agreement Term”).



 


	3)	Lismore shall solicit proposals for the Financing (the "Financing Proposals"),
which Financing Proposals shall set forth, in writing, the terms and conditions for the potential Financing. Trust retains absolute
discretion to reject any Financing Proposal for any reason whatsoever, in which event it will not be liable for any fee described
herein, or other compensation to Lismore on account of any such rejected Financing Proposal. Lismore shall keep Trust periodically
informed as to the status of discussions concerning any Financing by regular report.



 


	4)	Trust shall promptly provide all necessary information and documentation reasonably requested by
Lismore for the purpose of securing the Financing.



 


	5)	Lismore is acting as an independent contractor pursuant to this Agreement, is not acting as an
agent of Trust or in a fiduciary capacity with respect to Trust, and is not assuming any duties or obligations other than those
expressly set forth in this Agreement.



 


	6)	Lismore shall be paid a fee of $2,571,712.86 in three equal installments of $857,237.62 per month beginning July 20, 2020, and ending on September 20, 2020. The parties acknowledge that Trust paid Lismore $2,571,712.86 pursuant to paragraph 6(ii) of the Original Agreement. Together, the payments referenced above are equal to, in the aggregate, 12.5 basis points (0.125%) of the aggregate loan obligations of Trust or its subsidiaries. In the event Trust does not complete, for any reason, Extensions or Forbearances during the term of this Agreement equal to or greater than $4,114,740,601, then Trust shall offset, against any fees owed by Trust or its affiliates pursuant to the Advisory Agreement (as defined below), a portion of the fee paid by Trust to Lismore pursuant to this paragraph equal to the product of (x) $4,114,740,601 minus the amount of Extensions or Forbearances completed during the term of this Agreement multiplied by (y) 0.125%.

                                                                   

                                                                  “Advisory Agreement” means that certain Amended and Restated Advisory Agreement, effective as of June 10, 2015, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC, as amended.




 






     


     


    







 


	7)	Lismore shall be paid a fee equal to 25 basis points (0.25%) of the amount of any loan, payable
upon the acceptance by the applicable lender of any Forbearance or Extension of any loan listed on Addendum A. Any
fee paid to Lismore related to any loan pursuant to this paragraph 7 shall in no event exceed 25 basis points (0.25%) of such loan.



 


	8)	Lismore shall be paid a fee equal to 25 basis points (0.25%) of the amount of any loan, payable
upon the acceptance by the applicable lender of any Forbearance of any loan listed on Addendum B; provided, however,
in the event one or more third-party agents or contractors engaged by Trust, its advisors or their affiliates, other than Lismore,
has secured an extension of the maturity date equal to or greater than twelve (12) months of any such loan, then the amount payable
to Lismore under this paragraph 8 shall, instead, be 10 basis points (0.10%). Any fee paid to Lismore related to any loan pursuant
to this paragraph 8 shall in no event exceed 25 basis points (0.25%) of such loan.



 


	9)	Lismore shall be paid a fee upon the acceptance by any lender of any Principal Reduction of the
loans listed on Addendum A equal to 75 basis points (0.75%) of the amount of any Principal Reduction (the “Principal
Reduction Fee”).



 


	10)	Lismore shall be paid a fee upon the acceptance by any lender of
any Debt to Equity Conversion of the loans listed on Addendum A equal to 150 basis points (1.50%) of the implied
conversion value (but in any case, no less than 50% percent of the face value of such loan or loans) (the
“Conversion Fee”). For the avoidance of doubt, Lismore may be entitled to both a Principal Reduction
Fee and a Conversion Fee in certain circumstances. For example, assuming a $100 million loan, Lismore obtains a Principal Reduction
in the amount of $20 million, simultaneously or thereafter under this Amended Agreement Lismore obtains a Debt to Equity Conversion
of $50 million with respect to the same loan and $30 million of the loan remains outstanding, Lismore shall be entitled to a Principal
Reduction Fee of $150,000 ($20m x 0.75%) and a Conversion Fee of $750,000 ($50m x 1.50%). Alternatively, Lismore may not be entitled
to both a Principal Reduction Fee and a Conversion Fee in certain circumstances. For example, assuming the same $100 million loan,
Trust pays down $20 million of the loan with cash on hand, simultaneously or thereafter under this Amended Agreement Lismore obtains
a Debt to Equity Conversion of $50 million with respect to the same loan and $30 million of the loan remains outstanding, Lismore
shall be entitled no Principal Reduction Fee and a Conversion Fee of $750,000 ($50m x 1.50%).



 


	11)	Trust, in its sole discretion, may: (i) add loans to Addendum A or Addendum
B; (ii) delete loans from Addendum A or Addendum B; (iii) or move one or more loans from Addendum
A to Addendum B or from Addendum B to Addendum A, by providing such revised addenda
to Lismore and this Amended Agreement shall be deemed amended thereby without any further action required by Lismore or Trust.



 






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	12)	Trust agrees to reimburse Lismore within 15 days of billing and providing copies of receipts and
invoices for all reasonable third-party out-of-pocket expenses incurred by Lismore in the performance of its duties under this
Amended Agreement including, without limitation, travel, meals, lodging, market research, graphic design, printing and mailing
costs. In no event shall reimbursable expenses exceed $10,000 without first receiving Trust’s written consent. 



 


	13)	Trust shall: (i) refer to Lismore all inquiries regarding a possible Financing from all parties;
(ii) furnish to Lismore the names of all parties with which Trust has had discussions or contacts concerning a possible Financing;
and (iii) not initiate or engage in any discussions concerning a possible Financing without the participation of Lismore. Trust
shall provide Lismore and any parties potentially interested in providing Financing with all appropriate available information
and material concerning the applicable hotel(s).



 


	14)	In the event that Trust accepts a Financing described in this Amended Agreement within eight (8)
months following the expiration of the Agreement Term (the “Tail Period”), the fees pursuant to paragraphs
7, 8, 9 and 10 above shall be due and payable to Lismore as if the Agreement Term had not expired.



 


	15)	Should Lismore deem it necessary or advisable or should local laws require, Lismore shall have
the right to procure the cooperation of a licensed real estate broker and/or mortgage broker to assist Lismore in representing
Trust. Trust shall not pay any costs related to such co-brokerage arrangement, if any.



 


	16)	This Agreement comprises the complete and exclusive statement of agreement between us, superseding
all proposals, oral or written, and all other communications between us. Any future amendments or modifications to the Agreement
shall only be made in writing and executed by both parties. If any provision of this Agreement is determined to be unenforceable,
all other provisions shall remain in force.



 


	17)	This Amended Agreement, and the validity, performance and/or enforcement hereof, whether in contract
or tort, shall be exclusively governed by the laws of the State of Texas.



 


	18)	Trust represents and warrants that it has the power and authority to bind all parties defined as
“Trust” hereunder and that such parties are so bound by the signature on behalf of Trust affixed hereto. There is no
other person or entity whose consent is required in connection with the performance of Trust’s obligations hereunder or to
the contemplated transaction.



 


	19)	All notices hereunder shall be in writing to the addresses of the parties set forth herein, and
shall be deemed given if delivered by fax or email with a copy regular or express mail.



 


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If this is in accordance with your understanding, kindly confirm
your acceptance of this Amended Agreement by executing below.


 


Very truly yours,


 


	Lismore Capital II LLC
	 	 
	By:	/s/ Deric Eubanks	 
	Name:	Deric Eubanks
	Its:	Chief Financial Officer
	Date:	July 1, 2020	 
	 	 
	Ashford Hospitality Trust, Inc.
	 	 
	By:	/s/ Rob Hays	 
	Name:	Rob Hays
	Its:	Chief Executive Officer
	Date:	July 1, 2020	 




 






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Addendum A


 


BAML Pool 3


GACC – Crystal Gateway


MS – 17 Pack


JPM 8-Pack


GACC – RI Jax & RI Manchester


KEYS Pool B


Aareal – Hilton Alexandria


BAML – Atlanta Indigo


KEYS Pool A


Aareal – Le Pavillon


Southside Bank – Ashton


US Bank – Hilton Santa Cruz Scotts Valley


Key Bank – CY Manchester


BAML – Nashville/Princeton


BAML – Highland Portfolio


Prudential – Boston Back Bay


KEYS Pool E





 






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Addendum B


 


Starwood Capital - ESM


JPM – La Posada


MS-20 Pool C2


KEYS Pool D


BAML Pool 5


MS-20 Pool C1


MS-20 Pool C3


Deutsche Bank - W Minneapolis - Foshay


MS – Rockbridge Sheraton Ann Arbor


KEYS Pool F


MS - Rockbridge 8 Pack


KEYS Pool C




 






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