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

Exhibit (d)(N)

SECOND AMENDMENT

TO

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P.

This SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P. (the “Company”) is made as of September 29, 2017 (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 March 31, 2017 (as amended by the First Amendment thereto, dated as of July 3, 2017, 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 29, 2017;

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 Section 4.3(b) 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/ Xxxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	CEO and President

EXHIBIT A

Amended and Restated as of September 29, 2017

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				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		$	826,047,250				39,609,945				99.98	%
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (250 Xxxxx Street, 15th Floor, New York, NY 10281)		Limited Partner Interest		Class C Units - Purchase Agreement		$	135,000,000				9,152,542.37				__
				Class C Units - PIK Distributions		$	3,472,041.67	1			235,392.65				__
BSREP II Hospitality II Special GP OP LLC (000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 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.