AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Exhibit 10.1.5

AMENDMENT NO. 1
TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ASHFORD HOSPITALITY LIMITED PARTNERSHIP

July 18, 2007

     This Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (this “ Amendment ”) is made as of July 18, 2007 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 ”), pursuant to the authority granted to the General Partner in the Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated as of May 7, 2007 (the “ Partnership Agreement ”), for the purpose of issuing additional Partnership Units in the form of Preferred Partnership Units. Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

     WHEREAS, the Board of Directors (the “ Board ”) of Ashford Hospitality Trust, Inc. (the “ Company ”), adopted resolutions on June 2, 2007 classifying and designating 8,000,000 shares of Preferred Stock (as defined in the Articles of Amendment and Restatement of the Company (the “ Charter ”)) as Series D Preferred Stock;

     WHEREAS, the Board filed Articles Supplementary to the Charter with the State Department of Assessments and Taxation of Maryland on July 17, 2007, establishing the Series D Preferred Stock, with such preferences, rights, powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Series D Articles Supplementary;

     WHEREAS, on July 18, 2007, the Company issued 8,000,000 shares of the Series D Preferred Stock;

     WHEREAS, the General Partner has determined that, in connection with the issuance of the Series D Preferred Stock, it is necessary and desirable to amend the Partnership Agreement to create additional Partnership Units in the form of Preferred Partnership Units having designations, preferences and other rights which are substantially the same as the economic rights of the Series D Preferred Stock.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:

     1. Article 1 of the Partnership Agreement is hereby amended to add the following definitions:

     “AMEX” shall mean the American Stock Exchange or any successor thereto.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     “NASDAQ” shall mean the NASDAQ Global Market or any successor thereto.

     “NYSE” shall mean the New York Stock Exchange or any successor thereto.

     “Series D Articles Supplementary” shall mean the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock, designating the rights and preferences of the 8.45% Series D Cumulative Preferred Stock, filed as part of the Company’s charter with the State Department of Assessments and Taxation of Maryland, on July 17, 2007.

     “Series D Preferred Partnership Interests” shall mean an ownership interest in the Partnership evidenced by the Series D Preferred Partnership Units, having a preference in payment of distributions or on liquidation as set forth in this Amendment.

     “Series D Preferred Partnership Units” shall mean the series of Preferred Partnership Units established pursuant to this Amendment, representing a fractional, undivided share of the Series D Preferred Partnership Interests of all Partners issued under the Partnership Agreement.

     “Series D Preferred Stock” shall mean the Series D Cumulative Preferred Stock of the Company, with such preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Series D Articles Supplementary.

     2. In accordance with Section 4.3 of the Partnership Agreement, set forth in Exhibit L hereto are the terms and conditions of the Series D Preferred Partnership Units hereby established and issued to Ashford OP Limited Partner, LLC in consideration of its contribution to the Partnership of the proceeds of the issuance and sale of the Series D Preferred Stock by the Company. The Partnership Agreement is amended to incorporate such Exhibit L as Exhibit L thereto and to replace Exhibit A thereto with a revised Exhibit A to reflect the issuance of the Series D Preferred Partnership Units.

     3. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

     4. This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to conflicts of law.

     5. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

EXHIBIT L
DESIGNATION OF TERMS AND CONDITIONS OF SERIES D
PREFERRED PARTNERSHIP UNITS

     A.  Designation and Number . A series of Preferred Partnership Units, designated as Series D Preferred Partnership Units, is hereby established. The number of Series D Preferred Partnership Units shall be 8,000,000.

     B.  Rank . The Series D Preferred Partnership Units, with respect to rights to distributions and payments to Partners, the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, rank (a) prior or senior to the Common Partnership Units and all Partnership Units issued by the Partnership (“ Junior Units ”) the terms of which specifically provide that such Partnership Units rank junior to the Series D Preferred Partnership Units; (b) on a parity with the Series A Preferred Partnership Units, Series B-1 Preferred Partnership Units, Series C Preferred Partnership Units and all other Partnership Units issued in the future by the Partnership (“ Parity Units ”) the terms of which specifically provide that such Partnership Units rank on a parity with the Series D Preferred Partnership Units; (c) junior to all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank senior to the Series D Preferred Partnership Units; and (d) junior to all of the Partnership’s existing and future indebtedness.

     C.  Distributions .

     (i) Pursuant to Section 8.1 of the Partnership Agreement but subject to the rights of holders of any Preferred Partnership Units ranking senior to the Series D Preferred Partnership Units as to the payment of distributions, Ashford OP Limited Partner, LLC, in its capacity as the holder of the then outstanding Series D Preferre