Exhibit 3.15
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF ATLANTA MARRIOTT MARQUIS II
LIMITED PARTNERSHIP
This Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership dated as of ______________, 1998 is made and entered into by and
among Marriott Marquis Corporation, a Delaware corporation, as general partner
(the "General Partner") and Class B Limited Partner, and those persons who have
been admitted as Class A Limited Partners and identified in the books and
records of the Partnership (the "Class A Limited Partners").
Atlanta Marriott Marquis II Limited Partnership (the "Partnership")
was formed pursuant to a Certificate of Limited Partnership filed with the
Secretary of State of the State of Delaware on July 9, 1997. An Amended and
Restated Certificate and Agreement of Limited Partnership was entered into by
the parties on December 31, 1997 (the "Partnership Agreement").
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Class A Limited Partners which
amendments are intended to facilitate conversion to a real estate investment
trust ("REIT") of Host Marriott Corporation, an Affiliate of the General
Partner, and certain related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 5.01.C.(1) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
2. Section 5.01.C.(5) is hereby amended by adding "or lease" after
"sale" and before "of" in said subsection.
3. Section 5.01 is hereby amended by adding a new subsection G. to
read as follows: "Notwithstanding anything in this Agreement to the contrary,
the General Partner may require that the Hotel Partnership enter into a lease of
the Hotel with an Affiliate of the General Partner or any other Person, on such
terms as it determines to be commercially reasonable, without any further act,
approval, or vote of the Limited Partners."
4. Section 5.02(B)(2) is hereby amended in its entirety to read as
follows: "sell or otherwise dispose of or consent to the sale or disposition of
all or substantially all of the assets of either of the Partnerships if it
proposed that the Partnership or the Hotel Partnership sell such assets to Host
or any Affiliate of
Host; in such case, the following procedures shall be followed: (a) the General
Partner shall first give 30 days notice of the proposed sale to the Class A
Limited Partners, (b) the Partnership shall obtain an appraisal of the fair
market value of the Hotel, such appraisal to be prepared by an independent,
nationally recognized appraiser experienced in the valuation of hotel properties
and selected by the General Partner, (c) the appraiser selected under clause (b)
of this proviso shall have 30 days from the date of selection to prepare and
submit to the General Partner an appraisal of the fair market value of the Hotel
and (d) the General Partner shall thereafter make formal request for the
required Consent and in connection therewith shall submit the appraisal to the
Class A Limited Partners, with the cost of such appraisal to be borne by the
purchaser; provided further, however, that nothing contained in this Section
5.02(B)(2) shall be construed to require any Consent in connection with a
transfer of the Land and/or the Hotel to a bankruptcy remote entity wholly owned
by the Hotel Partnership, as contemplated in Section 6.01(C) of the Hotel
Partnership Agreement."
5. Section 9.06 is hereby amended by adding the following sentence
thereto: "In accordance with this section, the Partnership shall cause an
interim closing of the books at the time of the closing of the acquisition of
the Partnership by Host Marriott, L.P. through a merger of an indirect wholly-
owned subsidiary of Host Marriott, L.P. and Host Marriott Trust with and into
the Partnership, with the Interests in the Partnership being exchanged for and
converted into units of limited partnership interest in Host Marriott, L.P."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Marriott Marquis Corporation
By:
---------------------------------
Name:
Title:
CLASS A LIMITED PARTNERS:
Marriott Marquis Corporation as
Attorney-in-Fact for the Class A
Limited Partners admitted to the
Partnership
By:
---------------------------------
Name:
Title:
CLASS B LIMITED PARTNER:
Marriott Marquis Corporation
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF DESERT SPRINGS
MARRIOTT LIMITED PARTNERSHIP
This Amendment No. 1 to Second Amended and Restated Agreement of
Limited Partnership dated as of ______________, 1998 is made and entered into by
and among Marriott Desert Springs Corporation, a Delaware corporation, as
general partner (the "General Partner"), and those persons who have been
admitted as limited partners and identified in the books and records of the
Partnership (the "Limited Partners").
Desert Springs Marriott Limited Partnership (the "Partnership") was
formed pursuant to a Certificate of Limited Partnership filed with the Secretary
of State of the State of Delaware on February 26, 1987. An Amended and Restated
Agreement of Limited Partnership was entered into by the parties on April 24,
1987 and a Second Amended and Restated Agreement of Limited Partnership was
entered into as of September 26, 1997 (the "Partnership Agreement").
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Limited Partners which amendments are
intended to facilitate the conversion to a real estate investment trust ("REIT")
of Host Marriott Corporation, an Affiliate of the General Partner, and certain
related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 5.01.C.(i) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
2. Section 5.01 is hereby amended by adding a new subsection G. to
read as follows: "Notwithstanding anything in this Agreement to the contrary,
the General Partner may require that the Partnership enter into a lease of the
Hotel with an Affiliate of the General Partner or any other Person, on such
terms as it determines to be commercially reasonable, without any further act,
approval, or vote of the Limited Partners."
3. Section 5.02(B)(2) is hereby amended in its entirety to read as
follows: "sell or otherwise dispose of or consent to the sale or disposition of
the Hotel to the General Partner or an Affiliate of the General Partner;
provided, however, that if it is proposed that the Partnership sell the Hotel to
the General Partner or an Affiliate of the General Partner, the following
procedures shall be
followed: (a) the General Partner shall first give 30 days notice of the
proposed sale to the Limited Partners, (b) the Partnership shall obtain an
appraisal of the fair market value of the Hotel, such appraisal to be prepared
by an independent, nationally recognized appraiser experienced in the valuation
of hotel properties and selected by the General Partner, (c) the appraiser
selected under clause (b) of this proviso shall have 30 days from the date of
selection to prepare and submit to the General Partner an appraisal of the fair
market value of the Hotel, and (d) the General Partner shall thereafter make
formal request for the required Consent and in connection therewith shall submit
the appraisal to the Class A Limited Partners, with the cost of such appraisal
to be borne by the purchaser."
4. Section 9.06 is hereby amended by adding the following sentence
thereto: "In accordance with this section, the Partnership shall cause an
interim closing of the books at the time of the closing of the acquisition of
the Partnership by Host Marriott, L.P. through a merger of an indirect wholly-
owned subsidiary of Host Marriott, L.P. and Host Marriott Trust with and into
the Partnership, with the Interests in the Partnership being exchanged for and
converted into units of limited partnership interest in Host Marriott, L.P."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Marriott Desert Springs Corporation
By:
--------------------------------------
Name:
Title:
LIMITED PARTNERS:
Marriott Desert Springs Corporation
as Attorney-in-Fact for the
Limited Partners admitted to the
Partnership
By:
--------------------------------------
Name:
Title:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF HANOVER MARRIOTT
LIMITED PARTNERSHIP
This Amendment No. 1 to Second Amended and Restated Agreement of
Limited Partnership dated as of ______________, 1998 is made and entered into by
and among Marriott Hanover Hotel Corporation, a Delaware corporation, as general
partner (the "General Partner"), and those persons who have been admitted as
limited partners and identified in the books and records of the Partnership (the
"Limited Partners").
Hanover Marriott Limited Partnership. (the "Partnership") was formed
pursuant to a Certificate of Limited Partnership filed with the Secretary of
State of the State of Delaware on October 8, 1986. An Amended and Restated
Agreement of Limited Partnership was entered into by the parties on April 3,
1997 (the "Partnership Agreement").
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Limited Partners which amendments are
intended to facilitate the conversion of Host Marriott Corporation, an Affiliate
of the General Partner, to a real estate investment trust ("REIT") and certain
related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 5.01.C.(i) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
2. Section 5.01 is hereby amended by adding a new subsection G. to
read as follows: "Notwithstanding anything in this Agreement to the contrary,
the General Partner may require that the Partnership enter into a lease of the
Hotel with an Affiliate of the General Partner or any other Person, on such
terms as it determines to be commercially reasonable, without any further act,
approval, or vote of the Limited Partners."
3. Section 5.02(B)(ii) is hereby amended in its entirety to read as
follows: "sell or otherwise dispose of or consent to the sale or disposition of
the Hotel to the General Partner or an Affiliate of the General Partner;
provided, however, that if it is proposed that the Partnership sell the Hotel to
the General Partner or an Affiliate of the General Partner, the following
procedures shall be followed: (a) the General Partner shall first give 30 days
notice of the proposed sale
to the Limited Partners, (b) the Partnership shall obtain an appraisal of the
fair market value of the Hotel, such appraisal to be prepared by an independent,
nationally recognized appraiser experienced in the valuation of hotel properties
and selected by the General Partner, (c) the appraiser selected under clause (b)
of this proviso shall have 30 days from the date of selection to prepare and
submit to the General Partner an appraisal of the fair market value of the
Hotel, and (d) the General Partner shall thereafter make formal request for the
required Consent and in connection therewith shall submit the appraisal to the
Limited Partners, with the cost of such appraisal to be borne by the purchaser."
4. Section 5.02.B.(viii) is hereby amended to add "except as a
result of a merger of the General Partner with an Affiliate," before "admit."
5. Section 9.06 is hereby amended by adding the following sentence
thereto: "In accordance with this section, the Partnership shall cause an
interim closing of the books at the time of the closing of the acquisition of
the Partnership by Host Marriott, L.P. through a merger of an indirect wholly-
owned subsidiary of Host Marriott, L.P. and Host Marriott Trust with and into
the Partnership, with the Interests in the Partnership being exchanged for and
converted into units of limited partnership interest in Host Marriott, L.P."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Marriott Hanover Hotel Corporation
By:
--------------------------------------
Name:
Title:
LIMITED PARTNERS:
Marriott Hanover Hotel Corporation
as Attorney-in-Fact for the Limited
Partners admitted to the Partnership
By:
--------------------------------------
Name:
Title:
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF MARRIOTT DIVERSIFIED AMERICAN
HOTELS, L.P.
This Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership dated as of ______________, 1998 is made and entered into by and
among MDAH One Corporation, a Delaware corporation, as general partner (the
"General Partner"), and those persons who have been admitted as limited partners
and identified in the books and records of the Partnership (the "Limited
Partners").
Marriott Diversified America Hotels, L.P. (the "Partnership") was
formed pursuant to a Certificate of Limited Partnership dated as of October 4,
1989, filed with the Secretary of State of the State of Delaware on October 6,
1989. An Amended and Restated Agreement of Limited Partnership was entered into
by the parties on February 7, 1990 (the "Partnership Agreement").
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Limited Partners which amendments are
intended to facilitate the conversion to a real estate investment trust ("REIT")
of Host Marriott Corporation, an Affiliate of the General Partner, and certain
related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 5.01.C.(i) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
2. Section 5.01 is hereby amended by adding a new subsection G. to
read as follows: "Notwithstanding anything in this Agreement to the contrary,
the General Partner may require that the Partnership enter into a lease of the
Hotel with an Affiliate of the General Partner or any other Person, on such
terms as it determines to be commercially reasonable, without any further act,
approval, or vote of the Limited Partners."
3. Section 5.02.A.(v) is hereby amended to add ",except as a result
of a merger of the General Partner with an Affiliate," after "or" and before "as
a General Partner," in said subsection.
4. Section 5.02(B)(ii) is hereby amended in its entirety to read as
follows: "sell or otherwise dispose of the Fairview Park Hotel, or any interest
therein, or more than two of the other Hotels, or any interest therein, whether
in
one transaction or more than one transaction during the term of the Partnership;
provided, however, that if it is proposed that the Partnership sell any Hotel or
interest therein to the General Partner or an Affiliate of the General Partner,
the Consent of the Limited Partners must be obtained after the following
procedures have been followed: (a) the General Partner shall first give not less
than 30 days notice of the proposed sale to the Limited Partners, (b) the
Partnership shall obtain an appraisal of the fair market value of the Hotel or
Hotels to be sold, such appraisal to be prepared by an independent, nationally
recognized appraiser experienced in the valuation of hotel properties and
selected by the General Partner, (c) such appraiser shall not have, directly or
indirectly, any material interest in or material business or professional
relationship with the General Partner or any of its Affiliates and the
compensation of such appraiser shall be determined and embodied in a written
contract before such appraisal is prepared; (d) no real estate commission may be
paid by the Partnership in connection with such sale, (e) the appraiser selected
under clause (b) of this proviso shall have 30 days from the date of selection
to prepare and submit to the General Partner an appraisal of the fair market
value of the Hotel or Hotels to be sold, and (g) the General Partner shall
thereafter make formal request for the required Consent and in connection
therewith shall submit the appraisal to the Limited Partners, with the cost of
such appraisal to be borne by the purchaser."
5. Section 5.03.B. is hereby amended to delete clause (ii) therefrom
in its entirety and to renumber the succeeding clauses accordingly.
6. Section 9.06 is hereby amended by adding the following sentence
thereto: "In accordance with this section, the Partnership shall cause an
interim closing of the books at the time of the closing of the acquisition of
the Partnership by Host Marriott, L.P. through a merger of an indirect wholly-
owned subsidiary of Host Marriott, L.P. and Host Marriott Trust with and into
the Partnership, with the Interests in the Partnership being exchanged for and
converted into units of limited partnership interest in Host Marriott, L.P."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Marriott MDAH One Corporation
By:
-------------------------------
Name:
Title:
LIMITED PARTNERS:
Marriott MDAH One Corporation
as Attorney-in-Fact for the Limited
Partners admitted to the Partnership
By:
-------------------------------
Name:
Title:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF MARRIOTT HOTEL
PROPERTIES LIMITED PARTNERSHIP
This Amendment No. 1 to Second Amended and Restated Agreement of
Limited Partnership dated as of ______________, 1998 is made and entered into by
and among Hotel Properties Management, Inc., a Delaware corporation, as general
partner (the "General Partner"), and those persons who have been admitted as
limited partners and identified in the books and records of the Partnership (the
"Limited Partners").
Marriott Hotel Properties Limited Partnership (the "Partnership") was
formed pursuant to a Certificate and Agreement of Limited Partnership filed with
the Secretary of State of the State of Delaware on August 22, 1984. An Amended
and Restated Certificate of Limited Partnership was filed on November 1, 1985.
A Second Amended and Restated Agreement of Limited Partnership was entered into
by the parties on January 15, 1997 (the "Partnership Agreement").
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Limited Partners which amendments are
intended to facilitate the conversion to a real estate investment trust ("REIT")
of Host Marriott Corporation, an Affiliate of the General Partner, and certain
related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 2.03 is hereby amended to add "lease" after "own," and
before "and" in the first line thereof.
2. Section 5.01.C.(i) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
3. Section 5.01 is hereby amended by adding a new subsection F. to
read as follows: "Notwithstanding anything in this Agreement to the contrary,
the General Partner may require that the Partnership enter into a lease of any
Hotel or Hotels with an Affiliate of the General Partner or any other Person, on
such terms as it determines to be commercially reasonable, without any further
act, approval, or vote of the Limited Partners."
4. Section 5.02.A.(v) is hereby amended to add ", except as a result
of a merger of the General Partner with an Affiliate," before "admit" in said
subsection.
5. Section 5.02(B)(ii) is hereby amended in its entirety to read as
follows: "sell or otherwise dispose of or consent to the sale or disposition of
any assets of the Partnership which had an original cost in excess of 25% of the
original cost basis of all assets of the Partnership to any of the general
partners of the Partnerships or an Affiliate of any such general partner or vote
the Partnership's general partnership interest in the Harbor Beach Partnership
in favor of the sale or other disposition of any assets of the Harbor Beach
Partnership which had an original cost in excess of 25% of the original cost of
all assets of the Harbor Beach Partnership to any of the general partners of the
Partnerships or an Affiliate of any such general partner; provided, however,
that if it is proposed that one of the Partnerships sell one or more of the
Hotels to any of the general partners of the Partnerships or an Affiliate of any
such general partner, the following procedures shall be followed: (a) the
General Partner shall first give not less than 30 days notice of the proposed
sale to the Limited Partners, (b) the Partnership shall obtain an appraisal of
the fair market value of the Hotel or Hotels to be sold, such appraisal to be
prepared by an independent, nationally recognized appraiser experienced in the
valuation of hotel properties and selected by the General Partner, (c) the
appraiser selected under clause (b) of this proviso shall have 30 days from the
date of selection to prepare and submit to the General Partner an appraisal of
the fair market value of the Hotel in question, and (d) the General Partner
shall thereafter make formal request for the required Consent and in connection
therewith shall submit the appraisal to the Limited Partners, with the cost of
such appraisal to be borne by the purchaser."
6. Section 5.02.B.(x) is hereby amended to add ", except as a result
of a merger of the General Partner with an Affiliate," before "admit" in said
subsection.
7. Section 9.06 is hereby amended by adding the following sentence
thereto: "In accordance with this section, the Partnership shall cause an
interim closing of the books at the time of the closing of the acquisition of
the Partnership by Host Marriott, L.P. through a merger of an indirect wholly-
owned subsidiary of Host Marriott, L.P. and Host Marriott Trust with and into
the Partnership, with the Interests in the Partnership being exchanged for and
converted into units of limited partnership interest in Host Marriott, L.P."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Hotel Properties Management, Inc.
By:
----------------------------------
Name:
Title:
LIMITED PARTNERS:
Hotel Properties Management, Inc.,
as Attorney-in-Fact for the Limited
Partners admitted to the Partnership
By:
----------------------------------
Name:
Title:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF MARRIOTT HOTEL
PROPERTIES II LIMITED PARTNERSHIP
This Amendment No. 1 to Second Amended and Restated Agreement of
Limited Partnership dated as of ______________, 1998 is made and entered into by
and among Marriott MHP Two Corporation., a Delaware corporation, as general
partner (the "General Partner"), and those persons who have been admitted as
limited partners and identified in the books and records of the Partnership (the
"Limited Partners").
Marriott Hotel Properties II Limited Partnership (the "Partnership")
was formed pursuant to a Certificate of Limited Partnership dated as of
September 13, 1988 and filed with the Secretary of State of the State of
Delaware on September 20, 1988. An Amended and Restated Certificate of Limited
Partnership was entered into by the parties on March 20, 1989. A Second Amended
and Restated Agreement of Limited Partnership was entered into by the parties on
____________, 1996 (the "Partnership Agreement").
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Limited Partners which amendments are
intended to facilitate the conversion to a real estate investment trust ("REIT")
of Host Marriott Corporation, an Affiliate of the General Partner, and certain
related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 5.01.C.(i) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
2. Section 5.01 is hereby amended by adding a new subsection F. to
read as follows: "Notwithstanding anything in this Agreement to the contrary,
the General Partner may require that the Partnership enter into a lease of any
Hotel or Hotels with an Affiliate of the General Partner or any other Person, on
such terms as it determines to be commercially reasonable, without any further
act, approval, or vote of the Limited Partners."
3. Section 5.02.A.(v) is hereby amended to add ", except as a result
of a merger of the General Partner with an Affiliate," after "or" and before "as
a General Partner" in said subsection.
4. Section 5.02(B)(ii) is hereby amended in its entirety to read as
follows: "sell or otherwise dispose of or consent to the sale or disposition of
any Hotel or the Partnership's interest in the Santa Clara Partnership (except
as permitted in Section 5.02.C. below), or any interest in any of the foregoing,
provided, however, that if it is proposed that the Partnership sell any Hotels
or interests therein to the General Partner or an Affiliate of the General
Partner, the Consent of the Limited Partners must be obtained after the
following procedures are followed: (a) the General Partner shall give not less
than 30 days notice of the proposed sale to the Limited Partners, which notice
shall set forth the price and other material terms and conditions on which the
proposed transaction is to be effected; (b) the Partnership shall obtain an
appraisal of the fair market sales value of the Hotel or Hotels to be sold, such
appraisal to be prepared by an independent, nationally recognized appraiser
experienced in the valuation of hotel properties and selected by the General
Partner; (c) such appraiser shall not have, directly or indirectly, any material
interest in or material business or professional relationship with the General
Partner or any of its Affiliates and the compensation of such appraiser shall be
determined and embodied in a written contract before such appraisal is prepared;
(d) the no real estate commission may be paid by the Partnership in connection
with such sale; and (e) the General Partner shall include copies of the
appraisal with the aforesaid notice to the Limited Partners, with the cost of
such appraisal to be borne by the purchaser.
5. Section 5.03.B is hereby amended to delete clause (ii) thereof in
its entirety and to renumber the remaining clauses accordingly.
6. Section 9.06 is hereby amended by adding the following sentence
thereto: "In accordance with this section, the Partnership shall cause an
interim closing of the books at the time of the closing of the acquisition of
the Partnership by Host Marriott, L.P. through a merger of an indirect wholly-
owned subsidiary of Host Marriott, L.P. and Host Marriott Trust with and into
the Partnership, with the Interests in the Partnership being exchanged for and
converted into units of limited partnership interest in Host Marriott, L.P."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Marriott MHP Two Corporation
By:
---------------------------------
Name:
Title:
LIMITED PARTNERS:
Marriott MHP Two Corporation.,
as Attorney-in-Fact for the Limited
Partners admitted to the Partnership
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF MUTUAL BENEFIT CHICAGO MARRIOTT
SUITE HOTEL PARTNERS, L.P.
This Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership dated as of ______________, 1998 is made and entered into by and
among MOHS Corporation, a Delaware corporation, as general partner (the "General
Partner"), and those persons who have been admitted as limited partners and
identified in the books and records of the Partnership (the "Limited Partners").
Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P. (the
"Partnership") was formed pursuant to a Certificate of Limited Partnership filed
with the Secretary of State of the State of Rhode Island on August 31, 1988. An
Amended and Restated Agreement of Limited Partnership was entered into by the
parties on June 12, 1989 (the "Partnership Agreement").
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Limited Partners which amendments are
intended to facilitate the conversion of Host Marriott Corporation, an Affiliate
of the General Partner, to a real estate investment trust ("REIT") and certain
related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 5.01.E.(i) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
2. Section 5.01 is hereby amended by adding a new subsection I. to
read as follows: "Notwithstanding anything in this Agreement to the contrary,
the General Partner may require that the Partnership enter into a lease of the
Hotel with an Affiliate of the General Partner or any other Person, on such
terms as it determines to be commercially reasonable."
3. Section 5.02.A.(iv) is hereby amended to add "except as a result
of a merger of the General Partner with an Affiliate," before "admit."
4. Section 5.02(B)(ii) is hereby amended in its entirety to read as
follows: "sell or otherwise dispose of or consent to the sale or disposition of
the Hotel to the General Partner or an Affiliate of the General Partner;
provided, however, that if it is proposed that the Partnership sell the Hotel to
the General Partner or an Affiliate of the General Partner, the following
procedures shall be
followed: (a) the General Partner shall first give 30 days notice of the
proposed sale to the Limited Partners, (b) the Partnership shall obtain an
appraisal of the fair market value of the Hotel, such appraisal to be prepared
by an independent, nationally recognized appraiser experienced in the valuation
of hotel properties and selected by the General Partner, (c) the appraiser
selected under clause (b) of this proviso shall have 30 days from the date of
selection to prepare and submit to the General Partner an appraisal of the fair
market value of the Hotel, and (d) the General Partner shall thereafter make
formal request for the required Consent and in connection therewith shall submit
the appraisal to the Limited Partners, with the cost of such appraisal to be
borne by the purchaser."
5. Section 9.05 is hereby amended by changing "(a)" and "(b)" to "A."
and "B." and by deleting "but in consultation with MOHS."
6. Section 9.06.A. is hereby amended by replacing "MBIP" with "MOHS."
7. A new Section 9.07 is hereby added to the Partnership Agreement,
which shall read as follows:
9.07. Interim Closing of the Books. There shall be an interim
closing of the books of account of the Partnership (i) at any time a taxable
year of the Partnership ends pursuant to the Code and (ii) at such other times
as the general Partners shall determine are required by good accounting practice
or may be appropriate under the circumstances. In accordance with this section,
the Partnership shall cause an interim closing of the books at the time of the
closing of the acquisition of the Partnership by Host Marriott, L.P. through a
merger of an indirect wholly-owned subsidiary of Host Marriott, L.P. and Host
Marriott Trust with and into the Partnership, with the Interests in the
Partnership being exchanged for and converted into units of limited partnership
interest in Host Marriott, L.P.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
MOHS Corporation
By:
--------------------------------------
Name:
Title:
LIMITED PARTNERS:
MOHS Corporation as Attorney-in-
Fact for the Limited Partners
admitted to the Partnership
By:
--------------------------------------
Name:
Title:
AMENDMENT NO. 1 TO AMENDED AND RESTATED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP OF POTOMAC HOTEL
LIMITED PARTNERSHIP
This Amendment No. 1 to Amended and Restated Certificate and Agreement
of Limited Partnership dated as of ______________, 1998 is made and entered into
by and among Host Marriott Corporation, a Delaware corporation, as general
partner (the "General Partner"), and those persons who have been admitted as
limited partners and identified in the books and records of the Partnership (the
"Limited Partners").
Potomac Hotel Limited Partnership (the "Partnership") was formed
pursuant to a Certificate and Agreement of Limited Partnership filed with the
Secretary of State of the State of Delaware on December 17, 1981. An Amended
and Restated Certificate and Agreement of Limited Partnership was entered into
by the parties on July 16, 1982 (the "Partnership Agreement")
The partners of the Partnership are adopting this Amendment to the
Partnership Agreement to effect certain amendments to the Partnership Agreement
approved by the General Partner and the Limited Partners which amendments are
intended to facilitate the General Partner's conversion to a real estate
investment trust ("REIT") and certain related transactions.
In consideration of the mutual agreements made herein, the parties
hereby agree to amend the Partnership Agreement as follows:
1. Section 2.03 is hereby amended by inserting ", lease" after "own"
and before "and" in clause (i) of said section.
2. Section 5.01.C.(i) is hereby amended by adding "leases," after
"contracts," and before "documents," in said subsection.
3. Section 5.01 is hereby amended by adding a new subsection F
thereto to read as follows: "Notwithstanding anything in this Agreement to the
contrary, the General Partner may require that the Partnership enter into a
lease of any or all of the Hotels with an Affiliate of the General Partner or
any other Person on such terms as it determines to be commercially reasonable,
without any further act, approval, or vote of the Limited Partners."
4. Section 5.02.A.(v) is hereby amended to add "except as a result of
a merger of the General Partner with Host or an Affiliate of Host," before
"admit."
5. Section 5.02.B. is hereby amended by adding a new subsection (vi)
thereto to read a follows: "sell or otherwise dispose of (or consent to the sale
or other disposition of), directly or indirectly, including by way of merger or
other business combination, in one transaction or a series of related
transaction any or all of the Hotels."
6. Section 9.05.B is hereby amended by adding "754" after "Section."
7. A new Section 9.06 is hereby added to the Partnership Agreement,
which shall read as follows:
Section 9.06. Interim Closing of the Books. There shall be an
interim closing of the books of account of the Partnership (i) at any time a
taxable year of the Partnership ended pursuant to the Code and (ii) at such
other times as the General Partner shall determine are required by good
accounting practice or may be appropriate under the circumstances. In
accordance with this section, the Partnership shall cause an interim closing of
the books at the time of the closing of the merger of the Partnership into
________________ [Merger Sub] to reflect the exchange by the General Partner
and Limited Partners of their Interests in the Partnership for units of limited
partnership interests in Host Marriott, L.P.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Host Marriott Corporation
By:
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Name:
Title:
LIMITED PARTNERS:
Host Marriott Corporation as
Attorney-in-Fact for the Limited
Partners admitted to the Partnership
By:
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Name:
Title: