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EXHIBIT 10.1.3
Third Amendment to First Amended
and Restated Agreement of Limited Partnership
Dated March 17, 1996
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THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP
This Third Amendment ("Amendment") to the First Amended and
Restated Agreement of Limited Partnership dated as of December 28, 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") and each of the
individuals listed on the signature page attached hereto, as newly admitted
limited partners of the Partnership (the "Substitute Limited Partners"). 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 October 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
First Amended and Restated Agreement of Limited Partnership dated as of December
12, 1995 (the "First Amendment") 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 (the "Second Amendment") to reflect the distribution of
Partnership Units in connection with the dissolution of certain Limited Partners
and thereby admitting additional Substitute Limited Partners.
D. WHEREAS, the Estate of Peter C. Enever, deceased (the
"Estate") desires to transfer the Estate's limited partnership interest from the
Estate to C. Robert Enever and Audrey W. Enever.
E. WHEREAS, in order to evidence the transfer of the Partnership
Units and the admission of C. Robert Enever and Audrey W. Enever as Substitute
Limited Partners into the Partnership, the parties hereto desire to enter into
this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Admission of Substitute Limited Partners. Each of the
Substitute Limited Partners is hereby admitted as a Substituted Limited Partner
pursuant to Section 9.3 of the Agreement effective as of the date of execution
of this Third Amendment. Attached hereto as Exhibit "A" is a revised version of
the Exhibit "A" to the Agreement reflecting transfer of the Partnership Units to
the Substitute Limited Partners and to the Existing Limited Partners and the
allocated Agreed Value of the Hotel contributed in consideration for the
original issuance of the Partnership Units.
2. Agreement to be Bound. Each of the Substitute Limited Partners
hereby agrees to be bound by each of the terms and conditions of the Agreement,
which are hereby incorporated by reference.
3. Power of Attorney. Each Substitute Limited Partner hereby
irrevocably constitutes and appoints the General Partner, any Liquidator, and
authorized officers and attorneys-in-fact of each, and each of those acting
singly, in each case with full power of substitution, as its true and lawful
agent and attorney-in-fact, with full power and authority in its name and place
instead to perform any of the acts set forth in Section 8.2 of the Agreement.
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4. Effect of Amendment. Except as amended hereby, the Agreement
is hereby confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the 17th day of March, 1996.
GENERAL PARTNER SUBSTITUTE LIMITED PARTNER
SUNSTONE HOTEL INVESTORS, INC., a ESTATE OF PETER C. ENEVER,
Maryland corporation and the sole General DECEASED
Partner, Executing this Amendment without
the need for any consent by any Limited
Partner pursuant to the terms of BY: /s/ C. Robert Enever
Article XI of the Agreement. -----------------------------
C. ROBERT ENEVER, CO-
PERSONAL REPRESENTATIVE
By: /s/ Robert A. Alter
-------------------------------------- BY: /s/ Audrey W. Enever
Robert A. Alter -----------------------------
Its: President AUDREY W. ENEVER, CO-
PERSONAL REPRESENTATIVE
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Effective Date: December 31, 1995
EXHIBIT A
TO
FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF SUNSTONE HOTEL INVESTORS, L.P.
AGREED VALUE OF
CASH PURCHASE NON-CASH CAPITAL PARTNERSHIP PERCENTAGE
PARTNER AND ADDRESS CONTRIBUTION AGREEMENT CONTRIBUTION UNITS INTEREST
=========================================================================================================================
GENERAL PARTNER:
1. Sunstone Hotel $727,652.50 N/A N/A 77,099 1.0000000%
Investors, Inc.
Suite 201
115 Calle de Industrias
San Clemente, CA 92672
LIMITED PARTNERS:
2. Sunstone Hotel $59,260,097.50 N/A N/A 6,237,401 80.9988940%
Investors, Inc. Value of Director 7,500
Suite 201 Services
115 Calle de Industrias
San Clemente, CA 92672
3. C. Robert Enever $32,000.00 N/A N/A 3,200 0.0415053%
840 Fox Lane
P. O. Box 239
Steamboat Sprgs, CO 80477
4. Robert A. Alter $123,000.00 N/A $3,494,690.33 390,308.50 5.0624592%
P.O. Box 4240
Suite 201
115 Calle de Industrias
San Clemente, CA 92674
5. Charles L. Biederman $90,000.00 N/A $3,324,048.18 370,176.50 4.8013391%
5 Sunset Drive
Englewood, CO 80110
EXHIBIT A
page 1 of 3 pages
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Effective Date: December 31, 1995
AGREED VALUE OF
CASH PURCHASE NON-CASH CAPITAL PARTNERSHIP PERCENTAGE
PARTNER AND ADDRESS CONTRIBUTION AGREEMENT CONTRIBUTION UNITS INTEREST
=========================================================================================================================
6. MYPC Partners $245,000.00 N/A $0.00 24,500 0.3177749%
c/o Mr. George W. Yandell
Principal
Montgomery Securities
600 Montgomery Street
San Francisco, CA 94111
7. Steamboat Hotel Partners, N/A Agreement of Purchase $2,081,146.00 219,068 2.8414010%
Ltd. and Sale dated
c/o Mr. Dan Carsello as of 9/23/94
6902 Paiute Drive
Edina, MN 55435
8. Inns Properties, L.P. N/A Capital Contribution $450,658.96 50,359 0.6531766%
Richard M. Moss Agreement dated
Inns Properties, L.P. as of 12/12/95
212 East Mission Street
Santa Barbara, CA 93101
9. Enever Rout Investment Group, N/A N/A $952,413.00 100,254 1.3003350%
Ltd.
P. O. Box 239
Steamboat Springs, CO 80477
Attention: C. Robert Enever
10. Alter Investment Group, Ltd. N/A N/A $952,413.00 100,254 1.3003350%
P.O. Box 4240
Suite 201
115 Calle de Industrias
San Clemente, CA 92674
Attention: Robert A. Alter
EXHIBIT A
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Effective Date: December 31, 1995
AGREED VALUE OF
CASH PURCHASE NON-CASH CAPITAL PARTNERSHIP PERCENTAGE
PARTNER AND ADDRESS CONTRIBUTION AGREEMENT CONTRIBUTION UNITS INTEREST
=========================================================================================================================
11. Ridge Partners N/A N/A $395,333.00 41,614 0.5397504%
P. O. Box 774140
Steamboat Springs, CO 80477
Attention: Kenneth B. Hamlet
San Clemente, CA 92672
12. Anthony VanBaak N/A N/A $197,666.50 20,807 0.2698752%
P. O. Box 771809
Steamboat Springs, CO 80477
13. Les Liman N/A N/A $197,666.50 20,807 0.2698752%
453 Fillmore Street
Denver, CO 80206
14. Thomas R. Sharp, Trustee N/A N/A $107,815.50 11,349 0.1472011%
P.O. Box 4608
Steamboat Springs, CO 8947
15. Thomas R. Sharp N/A N/A $44,222.00 4,655 0.0603772%
P.O. Box 4608
Steamboat Springs, CO 8947
16. C. Robert Enever and N/A N/A $245,601.50 25,853 0.3353239%
Audrey W. Enever
P. O. Box 239
Steamboat Springs, CO 80477
17. Trust Company of America as N/A N/A $44,222.00 4,655 0.0603772%
custodian of the IRA of
Patrick E. Barney
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TOTAL $60,477,750.00 $12,691,408.96 7,709,859 100.00%
EXHIBIT A
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