10.1(b)
FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED AGREEMENT
OF
LIMITED PARTNERSHIP
OF
INNKEEPERS USA LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INNKEEPERS
USA LIMITED PARTNERSHIP (this “Amendment”), dated as of
July 1, 1997, recites and provides as follows:
RECITALS:
A. Innkeepers USA Limited
Partnership (the “Partnership”) was formed as a limited
partnership under the laws of the Commonwealth of Virginia by a
Certificate of Limited Partnership filed with the Secretary of
State of the Commonwealth of Virginia on May 23,1994, as amended by
an Amended Certificate of Limited Partnership filed on July 8,
1994. The Partnership originally was governed by an Agreement of
Limited Partnership dated May 23, 1994 (the “Original
Agreement”) among Innkeepers USA Trust, a Maryland real
estate investment trust (the “Company”), as general
partner, and Jeffrey H. Fisher and Frederic Shaw, as limited
partners.
B. The Original Agreement was
amended and restated on September 30, 1994 (the “First
Amended Agreement”) to admit Additional Limited Partners (as
defined in the First Amended Agreement) to the Partnership. The
First Amended Agreement was amended on March 22,1995 (the
“First Amendment to the First Amended Agreement”) to
(i) admit Innkeepers Financial Corporation, a Virginia corporation
(in its capacity as the general partner of the Partnership, the
“General Partner”), as the general partner and a
limited partner of the Partnership, (ii) provide for the withdrawal
of the Company as the general partner and a limited partner of the
Partnership, and (iii) amend and add provisions required to
facilitate a financing secured by Partnership assets.
C. The First Amended Agreement was
further amended and restated on November 1, 1996 (the
“Seconded Amended and Restated Agreement”). The General
Partner, for itself and on behalf of the limited partners of the
Partnership, desires to further amend the Second Amended Agreement
to remove the requirement for lender consent on actions by the
Partnership.
AGREEMENT:
NOW, THEREFORE, in consideration of
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