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Exhibit 10.22
AMENDMENT
THIS AMENDMENT ("Amendment") to the Amended and Restated Limited
Partnership Agreement of SLT Realty Limited Partnership is made and entered into
this 14th day of May, 1996, by and among Starwood Lodging Trust, a Maryland real
estate investment trust, as the general partner, and the Limited Partners of SLT
Realty Limited Partnership, a Delaware limited partnership ("Realty
Partnership"), which was formed pursuant to the provisions of that certain
Limited Partnership Agreement of the Realty Partnership dated as of December 15,
1994, and amended and restated as of June 29, 1995 ("Realty Partnership
Agreement"). All capitalized terms not defined herein shall have the same
meaning as in the Realty Partnership Agreement.
R E C I T A L S
WHEREAS, the General Partner desires to amend
the Realty Partnership Agreement as set forth in this Amendment; and
WHEREAS, the Limited Partners have been
informed and do hereby unconditionally consent to such amendments;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
SECTION 1. Effective as of the date first above written, Section 6.1
(c)(iii) is hereby amended and restated in its entirety as follows:
(iii) Allocations Respecting Section 704(c) of the
Code and Revaluations. Property contributed to the Partnership shall be
subject to Section 704(c) of the Code and the Regulations thereunder so
that, notwithstanding paragraph (b) hereof, taxable gain from disposition,
taxable loss from disposition and tax depreciation with respect to
Partnership property that is subject to Section 704(c) of the Code and/or
Section 1.704-1(b)(2)(iv)(f) of the Regulations (collectively "Section
704(c) Tax Items") shall be allocated on a property by property basis in
accordance with said Code Section and/or the Regulations thereunder, as
the case may be. The allocation of Section 704(c) Tax Items shall be made
pursuant to any reasonable method selected by the General Partner in its
discretion authorized under Section 1.704-3 of the Regulations.
Allocations pursuant to this Section 6.l(c)(iii) are solely for purposes
of federal, state, and local taxes and shall not affect, or in any way be
taken into account in computing, the Capital Account or share of Net
Income, Net Loss, other items, or distributions of any holder of Units
pursuant to any provision of this Agreement.
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SECTION 2. Effective as of the date above written, Section 11.1 is hereby
amended and restated in its entirety as follows:
11.1 Amendments
(a) This Agreement may not be amended unless such
amendment is approved by the General Partner with the Consent of the
Limited Partners, except as provided below in this Section 11.1.
(b) Notwithstanding Section 11.1(a), the General Partner
shall have the power, without the Consent of the Limited Partners but
after five (5) Business Days notice to the Limited Partners, to amend this
Agreement as may be required to facilitate or implement any of the
following purposes:
(1) to add to the obligations of the General Partner
for the benefit of the Limited Partners;
(2) to reflect the admission, substitution,
termination or withdrawal of Partners after the date hereof in accordance
with Section 4.1(d) or Article 9 of this Agreement, provided that the
General Partner shall not be required to give the notice referred to in
the first paragraph of this subsection (b) in respect of a transfer of
Partnership Interests or Units upon the exercise of Rights;
(3) to set forth the rights, powers, duties and
preferences of the holders of any additional Partnership Interests issued
pursuant to Article 4 hereof;
(4) to reflect a change that is of an inconsequential
nature and does not adversely affect the Limited Partners, or to cure any
ambiguity, correct or supplement any provision in this Agreement not
inconsistent with law or with other provisions, or make other changes with
respect to matters arising under this Agreement that will not be
inconsistent with law or with the provisions of this Agreement;
(5) to satisfy any requirements, conditions, or
guidelines contained in any order, directive, opinion, ruling or
regulation of a federal or state agency or contained in federal or state
law;
(6) to prevent all or any portion of the assets of
the Partnership from being deemed pursuant to United States Department of
Labor Regulation 2510.3-101 or otherwise pursuant to ERISA or the Code to
be, for any purpose of ERISA or Section 4975 of the Code, assets of any
Restricted Entity;
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(7) to prevent the Partnership from being
characterized as a "publicly traded partnership" pursuant to Section 7704
of the Code and Regulations;
(8) to enable the General Partner to satisfy the REIT
Requirements; and
(9) to maintain the Partnership's characterization as
a partnership for tax purposes.
(c) Notwithstanding Sections 11.1(a) and (b) hereof,
except in furtherance of Sections 11.1(b)(7), (8) or (9) hereof, this
Agreement shall not be amended without the prior written consent of each
Partner materially adversely affected if such amendment would (i) convert
a Limited Partner's interest in the Partnership into a general partner's
interest, (ii) modify the limited liability of a Limited Partner, (iii)
alter rights of the Partners to receive allocations and distributions
pursuant to Article 6 or Section 8.2 hereof (except as permitted pursuant
to Article 4 and Sections 11.1(b)(3) and 11.1(d) hereof), (iv) alter or
modify the Rights set forth in the Exchange Rights Agreement or the
Registration Rights Agreement except in compliance therewith, (v) alter
such Partner's rights to transfer its Partnership Interest; (vi) amend
Section 7.8, 7.9 or 10.8 hereof or (vii) amend Section 11.1(c) or 11.1(d)
hereof.
(d) Notwithstanding Section 11.1(c) hereof and subject
to (but not in limitation of) the rights granted to the General Partner
pursuant to Article 4 and this Article 11, this Agreement may be amended
to (i) alter the rights of any or all of the Partners to receive
allocations and distributions pursuant to Article 6 or Section 8.2 hereof
or (ii) alter the rights of any or all of the Partners to transfer their
Partnership Interests if such amendment is approved by the prior written
consent of a majority of each class of Partnership Interest that is
treated in a uniform or pro rata basis by such amendment.
SECTION 3. The location of the principal place of business of the
Partnership is hereby changed to 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000. The notice address of the General Partner is hereby
changed to:
00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, President
Fax: 310/000-0000
SECTION 4. Except as otherwise provided in this Amendment, each and every
provision of the Realty Partnership Agreement remains in full force and effect.
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SECTION 5. Each of the parties hereto acknowledge and agree that the name
"Starwood Lodging Trust" is a designation of the General Partner and its
Trustees (as Trustees but not personally) under a Declaration of Trust dated
August 25, 1969, as amended and restated as of June 6, 1988, and as further
amended as of February 1, 1995, and all persons dealing with the General Partner
shall look solely to the General Partner's assets for the enforcement of any
claims against the General Partner, and the Trustees, officers, agents and
security holders of the General Partner assume no personal liability for
obligations entered into on behalf of the General Partner, and their respective
individual assets shall not be subject to the claims of any person relating to
such obligations.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed on their behalf as of the date first above
written.
GENERAL PARTNER:
STARWOOD LODGING TRUST, a Maryland real estate
investment trust
By: _____________________________________
Name:
Title:
LIMITED PARTNERS:
BERL HOLDINGS, L.P.
By BERL HOLDINGS I, INC., General Partner
By: _____________________________________
Name:
Title:
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STARWOOD-APOLLO HOTEL PARTNERS VIII, L.P.
By SAHI, INC., General Partner
By:____________________________________
Name:
Title:
STARWOOD-APOLLO HOTEL PARTNERS IX, L.P.
By SAHI, INC., General Partner
By: ____________________________________
Name:
Title:
STARWOOD-NOMURA HOTEL INVESTORS, L.P.
By SNHI, INC., General Partner
By: ____________________________________
Name:
Title:
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STARWOOD/WICHITA INVESTORS, L.P.
By STARWOOD OPPORTUNITY FUND II, L.P.
By STARWOOD CAPITAL GROUP I, L.P., General
Partner
By BSS CAPITAL PARTNERS, L.P., General
Partner
By STERNLICHT HOLDINGS, II, INC.,
General Partner
By: ____________________________
Name:
Title:
STARWOOD-HUNTINGTON PARTNERS, L.P.
By SRL HOLDINGS, INC., General Partner
By: _______________________________________
Name:
Title:
WOODSTAR PARTNERS I, L.P.
By STARWOOD CAPITAL GROUP I, L.P., General
Partner
By BSS CAPITAL PARTNERS, L.P., General
Partner
By STERNLICHT HOLDINGS, II, INC., General
Partner
By: ______________________________
Name:
Title:
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FIREBIRD CONSOLIDATED PARTNERS, L.P.
By STARWOOD OPPORTUNITY FUND II, L.P.,
General Partner
By STARWOOD CAPITAL GROUP I, L.P., General
Counsel
By STERNLICHT HOLDINGS, II, INC., General
Partner
By: ______________________________
Name:
Title:
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