AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
January __, 2008
This Amendment No. 2 to Third
Amended and Restated Agreement of Limited Partnership of Ashford
Hospitality Limited Partnership (this “
Amendment ”) is made as of January ___, 2008 by
Ashford OP General Partner, LLC, a Delaware limited liability
company, as general partner (the “ General
Partner ”) of Ashford Hospitality Limited
Partnership, a Delaware limited partnership (the "
Partnership ”), and Ashford OP Limited Partner,
LLC, a Delaware limited liability company, as a limited partner of
the Partnership (the “ Ashford Limited Partner
”), pursuant to the authority granted in the Third Amended
and Restated Agreement of Limited Partnership of Ashford
Hospitality Limited Partnership, dated as of May 7, 2007, as
amended by Amendment No. 1 to the Third Amended and Restated
Agreement of Limited Partnership of Ashford Hospitality Limited
Partnership, dated as of July 18, 2007 (as so amended, the
“ Partnership Agreement ”), for the
purpose of reducing the Payout Period associated with the Limited
Partners’ Redemption Rights. Capitalized terms used and not
defined herein shall have the meanings set forth in the Partnership
Agreement.
WHEREAS, Section 11.1(e) of the
Partnership Agreement permits the General Partner, with the
approval of the Limited Partners holding more than 50% of the
Common Percentage Interests of the Limited Partners, to amend the
Partnership Agreement for any purpose not specifically addressed
otherwise in such Section 11.1(e);
WHEREAS, the Ashford Limited Partner
holds approximately 90% of the Common Percentage Interests of the
Limited Partners, and the General Partner and the Ashford Limited
Partner desire to amend the Partnership Agreement to reduce the
Payout Period associated with the Limited Partners’
Redemption Rights pursuant to Section 7.4 of the Partnership
Agreement from one year to 60 days for all Limited
Partners;
WHEREAS, Ashford Hospitality Trust,
Inc., a Maryland corporation, which is the sole member of the
General Partner and the Ashford Limited Partner, has directed the
General Partner and the Ashford Limited Partner to amend the
Partnership Agreement as set forth in this Amendment;
WHER
