exv10w1






Exhibit
10.1




AMENDMENT NO. 4

TO

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ASHFORD HOSPITALITY LIMITED PARTNERSHIP




May 18, 2010



     This Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Ashford
Hospitality Limited Partnership (this “Amendment”) is made effective 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,
Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership, dated as of
February 6, 2008, and Amendment No. 3 to the Third Amended and Restated Agreement of Limited
Partnership, dated as of March 21, 2008 (as so amended, the “Partnership Agreement”), for the
purpose of issuing additional Partnership Units in the form of Special Partnership Units (“Special
Partnership Units”). Capitalized terms used and not defined herein shall have the meanings set
forth in the Partnership Agreement.



     WHEREAS, the General Partner is amending the Partnership Agreement to provide for the issuance
of the Special Partnership Units as an investment option for participants in the Company’s
non-qualified deferred compensation plan;



     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; and



     WHEREAS, the issuance of Special Partnership 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:




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






     “Special Partnership Interest” shall mean a Common Partnership Interest,
except that, notwithstanding anything to the contrary in Section 7.4,



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the General Partner shall not have the right, directly or indirectly, to
satisfy any Redemption Right exercised by a Limited Partner with respect to the
Special Partnership Interest through the issuance of the REIT Common Shares
Amount as set forth in Section 7.4(b).




     “Special Partnership Unit” shall mean a Common Partnership Unit, except
that, notwithstanding anything to the contrary in Section 7.4, the General
Partner shall not have the right, directly or indirectly, to satisfy any
Redemption Right exercised by a Limited Partner with respect to a Special
Partnership Unit through the issuance of the REIT Common Shares Amount as set
forth in Section 7.4(b).




	2.	 	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.
	 
	3.	 	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.
	 
	4.	 	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.





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     IN WITNESS WHEREOF, the undersigned has executed this Amendment on September 2, 2010,
effective as of the date first set forth above.



	 	 	 	 	 
	 	ASHFORD OP GENERAL PARTNER, LLC, a Delaware limited liability company, as General Partner of Ashford Hospitality Limited Partnership

 	 
	 	By:  	                    /s/ David A. Brooks
 	 
	 	 	David A. Brooks, Vice President