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EXHIBIT 10.1.9
NINTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP
This Ninth Amendment ("Amendment") to the First Amended and Restated
Agreement of Limited Partnership dated as of December __, 1996, 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
Limited Partnership Agreement dated as of September 22, 1994 (as amended, the
"Agreement"), and the General Partner caused the Sunstone Hotel Investors, L.P.
(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, Steamboat Hotel Partners, Ltd., a Colorado limited
partnership, and current Limited Partner of the Partnership (the "Dissolving
Limited Partner"), has elected to dissolve and distribute in a liquidation to
its partners all of its respective assets, including Partnership Units. Robert
Alter and C. Robert Enever are existing Limited Partners (the "Existing Limited
Partners") who will be receiving a distribution of Partnership Units from the
Dissolving Limited Partner.
C. WHEREAS, each of the Substitute Limited Partners desire as soon as
practical after receiving such liquidating distribution of Partnership Units
from the Dissolving Limited Partner to be admitted as a substitute limited
partner in accordance with the terms of Section 9.3 of the Agreement.
D. WHEREAS, in order to evidence the transfer of the Partnership Units
and the admission of the 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 December 31, 1996. The General
Partner shall instruct ChaseMellon Shareholder Services, the Transfer Agent for
the Partnership, to process the request for transfer of Partnership Units to
reflect the transfer from the Dissolving Limited Partner to the Substitute
Limited Partners. Attached hereto as Exhibit "A" is a chart reflecting the
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.
Each Substitute Limited Partner has listed his or her address for notices below
the signature block hereto.
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. Representation of Substitute Limited Partner. Each
Substitute Limited Partner hereby represents and warrants to the
General Partner and to the Partnership that the acquisition of his
Partnership Interest is made as a principal for his own account for
investment purposes only and not with a view to the resale or
distribution of such Partnership Interest. Each Substitute Limited
Partner hereby agrees that he or she will not sell, assign or otherwise
transfer his or her Partnership Interest or any fraction thereof,
whether voluntarily or by operation of law or judicial sale or
otherwise, to any Person who does not make the representations and
warranties to the General Partners set forth in Section 9.1(a) and
similarly agree not to sell, assign or transfer such Partnership or
fraction thereof to any Person who does not similarly represent,
warrant and agree.
5. 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 date first written above.
GENERAL PARTNER SUBSTITUTE LIMITED PARTNER
SUNSTONE HOTEL INVESTORS, INC., /s/ Audrey W. Enever
a Maryland corporation and the ----------------------------------
sole General Partner, Executing Audrey W. Enever
this Amendment without the need
for any consent by any Limited /s/ Daniel E. Carsello
Partner pursuant to the terms ----------------------------------
of Article XI of the Agreement Daniel E. Carsello
/s/ Daniel E. Carsello
By: /s/Robert A. Alter ----------------------------------
- ---------------------- /s/ Daniel E. Carsello, Trustee
Robert A. Alter
Its: President /s/ Jeanne H. Carsello
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Jeanne H. Carsello, Trustee
/s/ Gerald N. Clark
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Gerald N. Clark
/s/ Andra M. Palmros
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Andra M. Palmros, personal Representative
of the Estate of Alexander Palmros II,
a/k/a Alex Palmros II,
Deceased
/s/ H. David Zabel
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H. David Zabel
/s/ Daniel P. Dooley
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Daniel P. Dooley
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/s/ Colleen Dooley
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Colleen Dooley
/s/ Peter B. Ayres
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Peter B. Ayres, Trustee
/s/ Terry H. Hilson
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Terry H. Hilson, Trustee
/s/ Douglas A. Slansky
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Douglas A. Slansky
/s/ Edward C. Poth
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Edward C. Poth
/s/ Dean A. Sammons
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Dean A. Sammons
/s/ Sarah B. Sammons
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Sarah B. Sammons
/s/ Richard E. Pyle
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Richard E. Pyle
/s/ Garey W. Coonen
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Garey W. Coonen
/s/ Edgar R. Johnson
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Edgar R. Johnson
/s/ June A. Johnson
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June A. Johnson
/s/ James Hively
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James Hively
/s/ Sandra Hively
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Sandra Hively
/s/ Richard F. Wehrli
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Richard F. Wehrli
/s/ Judith J. Wehrli
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Judith J. Wehrli
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/s/ Eugene D. Hogenson
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Eugene D. Hogenson
/s/ Christine M. Leick
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Christine M. Leick
/s/ Sherman B. Cornell
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Sherman B. Cornell
/s/ Anthony E. Van Baak
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Anthony E. Van Baak
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