EXHIBIT I
AMENDMENT
AMENDMENT (this "Amendment") to the LIMITED LIABILITY COMPANY
AGREEMENT (the "LLC Agreement") of Prometheus Extended Stay L.L.C., a
Delaware limited liability company (the "Company"), adopted by LFSRI II
Extended Stay L.L.C., a Delaware limited liability company (the "Managing
Member").
W I T N E S S E T H:
WHEREAS, the Managing Member wishes to amend the LLC Agreement as
set forth herein;
NOW THEREFORE, the Managing Member hereby agrees as follows:
1. Amendment to LLC Agreement. Section 8 of the LLC Agreement is
hereby amended by deleting the entire Section and inserting in place of same
the words:
"Intentionally Deleted."
2. Continuing Effect of LLC Agreement. Except as amended hereby,
the provisions of the LLC Agreement are and shall remain in full force and
effect.
3. Counterparts. This Amendment may be executed in counterparts
and all of the said counterparts taken together shall be deemed to constitute
one and the same instrument.
4. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware, with all
rights and remedies hereunder being governed by said laws without regard to
otherwise governing principles of conflicts of law.
5. Effective Date. This Amendment shall be deemed effective as of
April 24, 2000 as if entered into on that date.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Agreement.
Dated: As of April 24, 2000
LFSRI II EXTENDED STAY L.L.C.
By: LF STRATEGIC REALTY INVESTORS II L.P.,
By: LAZARD FRERES REAL ESTATE
INVESTORS L.L.C., its general
partner
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Principal & Chief
Financial Officer
By: LFSRI II ALTERNATIVE PARTNERSHIP L.P.,
By: LAZARD FRERES REAL ESTATE
INVESTORS L.L.C., its general
partner
By:/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Principal & Chief Financial
Officer
By: LFSRI II -CADIM ALTERNATIVE
PARTNERSHIP L.P.,
By: LAZARD FRERES REAL ESTATE
INVESTORS L.L.C., its
general partner
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Principal & Chief
Financial Officer
-2-
By: LFSRI II SPV E.S. CORP.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chief Financial
Officer
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