1
Exhibit 10.24
AMENDMENT
THIS AMENDMENT ("Amendment") to the Amended and Restated Limited
Partnership Agreement of SLC Operating Limited Partnership is made and entered
into this 14th day of May, 1996, by and among Starwood Lodging Corporation, a
Maryland corporation, as the managing general partner, and the General and
Limited Partners of SLC Operating Limited Partnership, a Delaware limited
partnership ("Operating Partnership"), which was formed pursuant to the
provisions of that certain Limited Partnership Agreement of the Operating
Partnership dated as of December 15, 1994, and amended and restated as of June
29, 1995 ("Operating Partnership Agreement"). All capitalized terms not defined
herein shall have the same meaning as in the Operating Partnership Agreement.
R E C I T A L S
WHEREAS, the Managing General Partner desires to amend the Operating
Partnership Agreement as set forth in this Amendment; and
WHEREAS, the General and the Limited Partners have been informed and
do hereby unconditionally consent to such amendment;
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 6.1(c)(iii) are solely for purposes
of federal, state, and local taxes and shall not affect, or in any way be
taken into account
-1-
2
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.
SECTION 2. Effective as of the date first above written, Sections 4.1(f)
and 7.4 are hereby amended by replacing "1996" with "1997."
SECTION 3. Effective as of the date first 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 Managing 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 Managing
General Partner shall have the power, without the Consent of the Limited
Partners but after five (5) Business Days notice to the 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 Managing
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
Managing 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, or in
respect of the transactions described in Section 4.1(f);
(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;
- 2 -
3
(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 Section 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;
(7) to prevent the Partnership from being
characterized as a "publicly traded partnership" pursuant to Section 7704
of the Code and the Regulations thereunder;
(8) to enable SLT 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 right 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.
SECTION 4. 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 each of the General Partners is
hereby changed to
00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Executive Vice President
Fax: 310/000-0000
SECTION 5. Except as otherwise provided in this Amendment, each and every
provision of the Operating Partnership Agreement remains in full force and
effect.
- 3 -
4
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.
MANAGING GENERAL PARTNER:
STARWOOD LODGING CORPORATION, a Maryland
corporation
By: ____________________________________
Name:
Title:
GENERAL PARTNERS:
COLUMBUS OPERATORS, INC.
By: ____________________________________
Name:
Title:
HOTEL INVESTORS OF ARIZONA, INC.
By: ____________________________________
Name:
Title:
HOTEL INVESTORS OF MICHIGAN, INC.
By: ____________________________________
Name:
Title:
HOTEL INVESTORS OF VIRGINIA, INC.
By: ____________________________________
Name:
Title:
- 4 -
5
WESTERN HOST, INC.
By: ____________________________________
Name:
Title:
HOTEL INVESTORS CORPORATION OF NEVADA
By: ____________________________________
Name:
Title:
HOTEL INVESTORS OF NEBRASKA, INC.
By: ____________________________________
Name:
Title:
LIMITED PARTNERS:
-----------------
BERL HOLDINGS, L.P.
By BERL HOLDINGS I, INC., General Partner
By: ____________________________________
Name:
Title:
STARWOOD-APOLLO HOTEL PARTNERS VIII, L.P.
By SAHI, INC., General Partner
By: ____________________________________
Name:
Title:
- 5 -
6
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:
STARWOOD/WICHITA INVESTORS, L.P.
By STARWOOD OPPORTUNITY FUND II, L.P.
By STARWOOD CAPITAL GROUP, 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:
- 6 -
7
WOODSTAR PARTNERS I, L.P.
By STARWOOD CAPITAL GROUP, L.P., General Partner
By BSS CAPITAL PARTNERS, L.P., General Partner
By STERNLICHT HOLDINGS, II, INC., General
Partner
By: ____________________________________
Name:
Title:
FIREBIRD CONSOLIDATED PARTNERS, L.P.,
By STARWOOD OPPORTUNITY FUND II, L.P., General
Partner
By STARWOOD CAPITAL GROUP, L.P., General
Partner
By BSS CAPITAL PARTNERS, L.P., General
Partner
By STERNLICHT HOLDINGS, II, INC.,
General Partner
By: ________________________________
Name:
Title:
- 7 -
