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EXHIBIT 10.1.7
SEVENTH AMENDMENT TO
FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP
This Seventh Amendment ("Amendment") dated as of September 10,
1996, to the First Amended and Restated Agreement of Limited Partnership dated
as of August 16, 1995, as amended, is entered into by and among Sunstone Hotel
Investors, Inc., a Maryland corporation, in its individual capacity (the
"Company") and in its capacity as the General Partner of the Partnership (the
"General Partner"). All defined terms not otherwise defined herein shall have
the meaning set forth in the Agreement (as defined below).
RECITALS
A. WHEREAS, the General Partner and the current Limited Partners
executed that certain First Amended and Restated Agreement of Limited
Partnership dated as of August 16, 1995, amending and restating that certain
Agreement of Limited Partnership dated as of September 22, 1994 (as amended,
the "Agreement"), and the General Partner caused Sunstone Hotel Investors,
L.P., a Delaware limited partnership (the "Partnership"), to file a Certificate
of Limited Partnership with the Delaware Secretary of State on September 23,
1994, thereby causing the Partnership to be formed for the purposes set forth
in the Agreement.
B. WHEREAS, the Agreement was amended by the First Amendment to
the Agreement to reflect the contribution by Inns Properties of an additional
hotel in exchange for Partnership Units.
C. WHEREAS, the Agreement was amended by the Second Amendment to
the Agreement to reflect the distribution of Partnership Units in connection
with the dissolution of certain Limited Partners and thereby admitting
additional Substitute Limited Partners (as defined in such Second Amendment).
D. WHEREAS, the Agreement was amended by the Third Amendment to
the Agreement to reflect the transfer of limited partnership interest from
Xxxxx X. Xxxxxx, deceased, to C. Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxx.
E. WHEREAS, the Agreement was amended by the Fourth Amendment to
the Agreement to reflect the issuance of 80,000 Partnership Units to Riverside
Hotel Partners, Inc. in accordance with the Capital Contribution Agreement
dated as of March 28, 1996.
F. WHEREAS, the Agreement was amended by the Fifth Amendment to
the Agreement to modify the Target Effective Date to a date no later that
December 31, 1996, for the filing of a Shelf Registration covering the
Partnership Units.
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G. WHEREAS, the Agreement was amended by the Sixth Amendment to
the Agreement to reflect the issuance of 4,000,000 Partnership Units to the
Company in accordance with the underwriting agreement dated as of August 7,
1996 by and among the General Partner, the Partnership, Xxxxxx X. Alter and
Xxxxxxx X. Xxxxxxxxx, and the Representatives of the Underwriters named therein
(the "Underwriting Agreement") providing for the issuance and sale of such
shares of Common Stock. Pursuant to Section 4.2(a)(ii) of the Agreement, the
Partnership is required to issue Partnership Units corresponding to the number
of shares of Common Stock being issued by the General Partner pursuant to the
Underwriting Agreement in consideration for the contribution of all proceeds to
the Partnership of the issuance of such securities by the General Partner.
H. WHEREAS, the Underwriters have notified the General Partner
that they intend to exercise the Underwriters' over-allotment option to
purchase 600,000 shares of Common Stock of the General Partner (the "New
Securities"). Pursuant to Section 4.2(a)(ii) of the Agreement, the Partnership
is required to issue Partnership Units corresponding to the number of shares of
Common Stock being issued by the General Partner pursuant to the Underwriting
Agreement in consideration for the contribution of all proceeds to the
Partnership of the issuance of such securities by the General Partner.
I. WHEREAS, in order to evidence the issuance of the Partnership
Units, the parties hereto desire to enter into this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Issuance of Additional Partnership Units. Pursuant
to Section 4.2(a)(ii) of the Agreement, the General Partner hereby issues a
Partnership Interest in the form of the number of Partnership Units listed on
Exhibit "A" hereto to the General Partner in consideration for the contribution
of the proceeds of the offering of the New Securities pursuant to the terms of
Section 4.2(a)(ii) of the Agreement. Such issuance shall be deemed effective
automatically upon the closing of the offering of the New Securities. The
Partnership Interest issued in the foregoing sentence shall have all of the
same rights, powers and duties and shall be equal in all respects to the
existing Partnership Interests issued to the existing Partners. Attached
hereto as Exhibit "A" is a revised version of the Exhibit "A" to the Agreement
reflecting the issuance of the Partnership Units.
2. Effect of Amendment. Except as amended hereby, the
Agreement is hereby confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the 10th day of September 1996.
GENERAL PARTNER
SUNSTONE HOTEL INVESTORS, INC.,
a Maryland corporation and the sole
General Partner, Executing this Amendment
without the need for any consent by any
Limited Partner pursuant to the
terms of Article XI of the Agreement
By: /s/ Xxxxxx X. Alter
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Xxxxxx X. Alter
Its: President
