Exhibit








Exhibit 10.1






SEVENTH AMENDMENT
TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P.


This SEVENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P. (the “Company”) is made as of September 28, 2018 (this “Amendment”), by HOSPITALITY INVESTORS TRUST, INC., a Maryland corporation, as general partner (the “General Partner”).  Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 31, 2017 (as amended by the First Amendment thereto, dated as of July 10, 2017, the Second Amendment thereto, dated as of September 29, 2017, the Third Amendment thereto, dated as of December 29, 2017, the Fourth Amendment thereto, dated as of February 27, 2018, the Fifth Amendment thereto, dated March 29, 2018, the Sixth Amendment thereto, dated as of July 2, 2018, and thereafter from time to time, the “Partnership Agreement”).
RECITALS:
WHEREAS, pursuant to Section 5.1(d) of the Partnership Agreement the Company issued PIK Distributions to the Initial Preferred LP on September 28, 2018;
WHEREAS, pursuant to the Sixth Amendment of the Partnership Agreement, the General Partner amended and restated Exhibit A of the Partnership Agreement to reflect the repurchase of 170,259.72 shares of Common Stock pursuant to a tender offer that expired on June 29, 2018;
WHEREAS, on August 2, 2018, the General Partner was advised by the Depositary for the tender offer that a total of 911.83 shares were improperly accepted in such tender offer, and as a result the total shares of Common Stock cancelled and retired upon repurchase in the tender offer was 169,347.89;
WHEREAS, the General Partner desires to amend the Partnership Agreement to amend and restate Exhibit A of the Partnership Agreement to accurately reflect at all times the information to be contained thereon; and
WHEREAS, pursuant to Sections 4.3(b), 4.5(a) and 14.1(a) of the Partnership Agreement, the General Partner is authorized to take such steps in its sole and absolute discretion.
NOW THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the General Partner, intending to be legally bound, hereby agrees as follows:
Section 1.   Amendments.    Exhibit A of the Partnership Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A.















Section 2. Miscellaneous.   
(a) Governing Law.  This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.
(b) Ratification.   The Partnership Agreement (as amended by this Amendment) shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. 


[SIGNATURE PAGE FOLLOWS]


















IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amendment as of the date and year first aforesaid.


GENERAL PARTNER:


HOSPITALITY INVESTORS TRUST, INC.




By:       /s/ Jonathan P. Mehlman 
Name: Jonathan P. Mehlman 
Title: Chief Executive Officer and President









































































EXHIBIT A




   
Amended and Restated as of September 28, 2018   

Partners’ Contributions and Partnership Interests
	
						
	Name and Address of Partner
	Type of Interest
	Type of Unit
	Capital Contribution (Stated Value with respect to Class C Units)
	Number of Partnership Units Issued and Outstanding
	Percentage Interest

	

Hospitality Investors Trust, Inc. 
(3950 University Drive, Fairfax, Virginia, 22030)


	General Partner Interest
	GP Units
	$200,000
	8,888
	0.02%

	Limited Partner Interest
	OP Units
	$824,089,981.26
	39,334,716.24
	99.98%

	

Brookfield Strategic 
Real Estate
Partners II Hospitality 
REIT II LLC
(250 Vesey Street, 15th Floor, New York, NY 10281)


	Limited Partner Interest
	Class C
Units -  Purchase Agreement
	

$160,000,000.00


	10,847,457.62
	__

	Class C 
Units -
PIK 
Distributions
	$11,383,349.09(1)
	771,752.48
	__

	

BSREP II Hospitality II Special GP OP LLC
(250 Vesey Street, 15th Floor, New York, NY 10281)


	Special General  
Partner Interest
	None
	None
	N/A
	__


































_____________
(1) The Stated Value of Class C Units issued as PIK Distributions will be $0 in certain circumstances pursuant to this Agreement.