10.1(d)
THIRD AMENDMENT TO SECOND AMENDED
AND
RESTATED AGREEMENT OF LIMITED
PARTNERSHIP
This Third Amendment to Second
Amended and Restated Agreement of Limited Partnership (the
“Amendment”) is made as the 1st day of March, 1998,
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, dated July 1, 1997, and the Second Amendment
to Second Amended and Restated Agreement of Limited Partnership,
dated as of July 23, 1997 (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:
1. Article I of the Agreement is
amended by deleting in their entirety each of the following defined
terms: “Independent Trustee”,
“Instruments”, “Lender” and “Loan
Documents”.
2. Section 2.04 of the Agreement is
hereby deleted in its entirety and replaced with the
following:
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“2.04
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Term and
Dissolution .
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(a) The term of the Partnership
shall continue in full force and effect until December 31, 2050,
except that the Partnership shall be dissolved upon the happening
of any of the following events:
(i) The occurrence of an Event of
Bankruptcy as to a General Partner or the dissolution, death or
withdrawal of a General Partner unless the
business of the Partnership is
continued pursuant to Section 7.03(b) hereof; provided
that if a General Partner is on the date of such occurrence
a partnership, the
