10.1(c)
SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED AGREEMENT
OF LIMITED
PARTNERSHIP
This Second Amendment to Second
Amended and Restated Agreement of Limited Partnership (the
“Amendment”) is made as the 23rd day of July 1997,
among Innkeepers Financial Corporation, a Virginia corporation and
sole general partner of Innkeepers USA Limited Partnership (the
“Partnership”) and the limited partners listed on
Schedule A (the “Limited Partners”) to the
Partnership’s Second Amended and Restated Agreement of
Limited Partnership dated as of November 1, 1996 as amended by the
First Amendment to Second Amended and Restated Agreement of Limited
Partnership (collectively, the “Agreement”) and recites
and provides as follows:
RECITALS
The Partnership was formed as a
limited partnership under the laws of the Commonwealth of Virginia
upon the filing of its Certificate of Limited Partnership with the
Virginia State Corporation Commission on May 23, 1994, as amended
by an amended Certificate of Limited Partnership filed on June 8,
1994. The Partnership is governed by the Agreement.
The purpose of this Amendment is to
amend certain provisions of the Agreement.
AMENDMENT
NOW, THEREFORE, in consideration of
the foregoing, the mutual promises of the parties hereto and of
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
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1.
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Section 8.05(b)
and Section 8.05(c) of Article VIII of the Agreement are deleted in
their entirety and the following is substituted in lieu
thereof:
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(b) Notwithstanding the provisions
of Section 8.05(a), the Company may, in its sole and absolute
discretion, assume directly and satisfy a Redemption Right by
paying to the Redeeming Partner the Redemption Amount on the
Specified Redemption Date, whereupon the Company shall acquire the
Common Partnership Units offered for redemption by the Redeeming
Partner and shall be treated for all purposes of this Agreement as
the owner of such Common Partnership Units. In the event the
Company shall exercise its right to satisfy the Redemption Right in
the manner described in the preceding sentence, the Partnership
shall have no obligation to pay any amount to the Redeeming Partner
with respect to such Partner̵
