AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Exhibit 10.1

AMENDMENT NO. 3
TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ASHFORD HOSPITALITY LIMITED PARTNERSHIP March 21, 2008

     This Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (this “ Amendment ”) is made as of the date first set forth above 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, 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, and Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership, dated as of February 6, 2008 (as so amended, the “ Partnership Agreement ”), for the purpose of issuing additional Partnership Units in the form of Long Term Incentive Units (“ LTIP Units ”). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

     WHEREAS, Section 11.1(b) of the Partnership Agreement permits the General Partner, without the consent of the Limited Partners, to amend the Partnership Agreement for the purpose of setting forth and reflecting in the Partnership Agreement the admission, substitution or withdrawal of Limited Partners or the issuance of additional Partnership Interests pursuant to Section 4.3(a) of the Partnership Agreement;

     WHEREAS, the General Partner desires to so amend the Partnership Agreement as of the date first set forth above;

     WHEREAS, pursuant to the Ashford Hospitality Trust, Inc. Amended and Restated 2003 Stock Incentive Plan, as amended and/or one or more successor or additional equity incentive plans or programs that the Company may adopt after the date hereof, as amended (each individually and all of them collectively, as the context requires, the “Plan”), the Company and the General Partner resolved to grant to executives of the Company and its subsidiaries, including the Partnership, Other Stock-Based Awards (as defined in the Plan), which include the issuance to such executives of a Partnership Interest having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, such Partnership Interest to be expressed as a number of Partnership Units to be referred to as Long Term Incentive Units (“LTIP Units”); and

     WHEREAS, the issuance of LTIP Units is permitted by Section 4.3(a) of the Partnership Agreement.

     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 has set forth in this Amendment pursuant to its authority under Sections 4.3(a) and 6.1(t) of the Partnership Agreement the following description of the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion of a class and series of Partnership Interest which shall be referred to as “LTIP Units”:

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

     “Adjustment Event” shall have the meaning set forth in Section 4.3(d) hereof.

     “Capital Account Limitation” shall have the meaning set forth in Section 7.9(b) hereof.

     “Common Partnership Unit Distribution” shall have the meaning set forth in Section 4.3(d) hereof.

     “Common Partnership Unit Economic Balance” shall have the meaning set forth in Section 5.5 hereof.

     “Constituent Person” shall have the meaning set forth in Section 7.9(f) hereof.

     “Conversion Date” shall have the meaning set forth in Section 7.9(b) hereof.

     “Conversion Notice” shall have the meaning set forth in Section 7.9(b) hereof.

     “Conversion Right” shall have the meaning set forth in Section 7.9(a) hereof.

     “Distribution Payment Date” shall mean the dates upon which the General Partner makes distributions in accordance with Section 8.1 hereof.

     “Economic Capital Account Balance” shall have the meaning set forth in Section 5.5 hereof.

     “Forced Conversion” shall have the meaning set forth in Section 7.9(c) hereof.

     “Forced Conversion Notice” shall have the meaning set forth in Section 7.9(c) hereof.

     “Full Distribution Amount” shall have the meaning set forth in Section 8.1(a) hereof.

     “Ineligible Unit” shall have the meaning set forth in Section 5.5 hereof.

     “LTIP Unit” shall mean a Partnership Unit that is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Sections 4.3(d) and 4.3(e) hereof and elsewhere in the Partnership Agreement in respect of LTIP Unitholders. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as may be amended from time to time.

     “LTIP Unitholder” shall mean a Partner that holds LTIP Units.

     “Target Balance” shall have the meaning set forth in Section 5.5(a) hereof.

     “Unit Transaction” shall have the meaning set forth in Section 7.9(f) hereof.

     “Unvested Incentive Units” shall have the meaning set forth in Section 4.3(e)(i) hereof.

     “Vested LTIP Units” shall have the meaning set forth in Section 4.3(e)(i) hereof.

     “Vesting Agreement” shall mean each or any, as the context implies, Long Term Incentive Plan (LTIP) Vesting Agreement entered into by a LTIP Unitholder upon acceptance of an award of LTIP Units under the Plan (as such agreement may be amended, modified or supplemented from time to time).

     2. Article I is hereby amended to amend and restate the following definitions in their entirety as follows:

     “Common Percentage Interest” shall mean the percentage ownership interest in the Common Partnership Units of each Partner, as determined by dividing the Common Partnership Units owned by a Partner by the total number of Common Partnership Units then outstanding, subject to Sections 4.3(d) and 4.3(e) which treat LTIP Units as Common Partnership Units for this purpose.

     “Partnership Unit” shall mean a Common Partnership Unit, a Preferred Partnership Unit, an LTIP Unit, or an other fractional, undivided share of the Partnership Interests that the General Partner has authorized pursuant to this Agreement. The Partnership Units of the Partners shall be set forth on Exhibit A, as may be amended from time to time.

     3. Article I is hereby amended by adding the following paragraph to the end thereof:

     For purposes of this Agreement, the term “Common Partnership Unit” includes the term “Common Unit”, the term “Preferred Partnership Unit” includes the term “Preferred Unit”, and the term “Partnership Unit” includes the term “Unit.”

     4. The following subsections (d) and (e) shall be appended to Section 4.3 of the Partnership Agreement:

     (d) LTIP UNITS. The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the Partnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.9 and 7.10, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Partnership shall comply with the following procedures:

     (i) If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford OP Limited Partner, LLC in respect of a capital contribution to the Partnership of

proceeds from the sale of securities by the Company. If the Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

     (ii) Subject to the provisions of Section 10.4, the LTIP Unitholders shall, in respect of each Distribution Payment Date, when, as and if authorized and declared by the General Partner out of assets legally available for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per Common Partnership Unit (the “Common Partnership Unit Distribution”), paid to holders of record on the same Partnership Record Date established by the General Partner with respect to such Distribution Payment Date. The term “Newly Issued Common Unit” shall be deemed to include LTIP Units issued during a Distribution Period and Section 8.1(a) shall apply in full to LTIP Units. During any Distribution Period, so long as any LTIP Units are outstanding, except upon liquidation of the Partnership and as provided in the following sentence and Section 10.4, no distributions (whether in cash or in kind) shall be authorized, declared or paid on Common Partnership Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP Units for such Distribution Period.

     The LTIP Units shall rank pari passu with the Common Partnership Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up, provided upon liquidation the amount distributed with respect to a LTIP Unit shall be limited to the related Capital Account balance as provided by Section 10.4. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units or Partnership Interests which by its terms specifies that it

shall rank junior to, on a parity with, or senior to the Common Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units. Subject to the terms of any Vesting Agreement, a LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Common Partnership Units are entitled to transfer their Common Partnership Units pursuant to Article IX.

     (e) LTIP Units shall be subject to the following special provisions:

     (i) VESTING AGREEMENTS. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested Incentive Units.”

     (ii) FORFEITURE. Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in the right of the Partnership to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership exercises such right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, then the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the effective date of the