Exhibit 3.15
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF ATLANTA MARRIOTT XXXXXXX XX
LIMITED PARTNERSHIP
This Amendment No. 1 to Amended and Restated and 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 (the "Class A Limited Partners") and
identified in the books and records of Atlanta Marriott Xxxxxxx XX Limited
Partnership, a Delaware limited partnership (the "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 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 or any other assets of the Hotel Partnership 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 is 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 give 30 days notice of the proposed sale to the
Class A Limited Partners and (b) the Partnership shall obtain an appraisal of
the fair market value of the Hotel and any other assets of the Partnership or
the Hotel Partnership, the cost of which shall be borne by the purchaser, such
appraisal to be prepared by an independent, nationally recognized appraiser
experienced in the valuation of hotel properties and selected by the General
Partner. Notwithstanding the foregoing, the Partnership and/or the Hotel
Partnership may merge with Host or any Affiliate of Host, provided that the
Partnership obtains an opinion from an independent, nationally recognized hotel
valuation and financial advisory firm that the methodologies used to determine
the consideration to be received by the Limited Partners in the merger are fair
and reasonable to the Limited Partners."
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 the merger of an indirect wholly
owned subsidiary of Host Marriott, L.P. and HMC Merger Corporation 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."
2
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:
3
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF DESERT SPRINGS
MARRIOTT LIMITED PARTNERSHIP
This is Amendment No. 1 to Second Amended and Restated and 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 (the "Limited Partners") and identified in the
books and records of Desert Springs Marriott Limited Partnership, a Delaware
limited partnership (the "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)(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 or all or substantially all of the assets of the Partnership to the
General Partner or an Affiliate of the General Partner; provided, however, that
if it is
proposed that the Partnership sell the Hotel or all or substantially all of the
assets of the Partnership to the General Partner or an Affiliate of the General
Partner, the following procedures shall be followed: (a) the General Partner
shall give 30 days notice of the proposed sale to the Limited Partners and (b)
the Partnership shall obtain an appraisal of the fair market value of the Hotel
of the assets of the Partnership, the cost of which shall be borne by the
purchaser, such appraisal to be prepared by an independent, nationally
recognized appraiser experienced in the valuation of hotel properties and
selected by the General Partner. Notwithstanding the foregoing, the Partnership
may merge with the General Partner or an Affiliate of the General Partner,
provided that the Partnership obtains an opinion from an independent, nationally
recognized hotel valuation and financial advisory firm that the methodologies
used to determine the consideration to be received by the Limited Partners in
the merger are fair and reasonable to the Limited Partners."
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 the merger of an indirect wholly
owned subsidiary of Host Marriott, L.P. and HMC Merger Corporation 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."
2
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:
3
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 and 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 (the "Limited Partners") and identified in the books and
records of Hanover Marriott Limited Partnership, a Delaware limited partnership
(the "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 and all or substantially all of the other assets of the Partnership
to the General Partner or an Affiliate of the General Partner; provided,
however, that if it is proposed that the Partnership sell the Hotel or any other
assets of the Partnership to the General Partner or an Affiliate of the General
Partner, the
following procedures shall be followed: (a) the General Partner shall give 30
days notice of the proposed sale to the Limited Partners and (b) the Partnership
shall obtain an appraisal of the fair market value of the Hotel and other assets
of the Partnership, the cost of which shall be borne by the purchaser, such
appraisal to be prepared by an independent, nationally recognized appraiser
experienced in the valuation of hotel properties and selected by the General
Partner. Notwithstanding the foregoing, the Partnership may merge with the
General Partner or an Affiliate of the General Partner, provided that the
Partnership obtains an opinion from an independent, nationally recognized hotel
valuation and financial advisory firm that the methodologies used to determine
the consideration to be received by the Limited Partners in the merger are fair
and reasonable to the Limited Partners."
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 the merger of an indirect wholly
owned subsidiary of Host Marriott, L.P. and HMC Merger Corporation 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."
2
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:
3
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 and Agreement of Limited
Partnership dated as of ______________, 1998 is made and entered into by and
among Marriott MDAH One Corporation, a Delaware corporation, as general partner
(the "General Partner"), and those persons who have been admitted as limited
partners (the "Limited Partners") and identified in the books and records of
Marriott Diversified American Hotels, L.P., a Delaware limited partnership (the
"Partnership").
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 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."
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 or all of the 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 have been followed: (a) the General
Partner shall give 30 days notice of the proposed sale to the Limited Partners
and (b) the Partnership shall obtain an appraisal of the fair market value of
any or all of the Hotels or other assets of the Partnership to be sold, the cost
of which shall be borne by the purchaser, such appraisal(s) to be prepared by an
independent, nationally recognized appraiser experienced in the valuation of
hotel properties and selected by the General Partner. Notwithstanding the
foregoing, the Partnership may merge with the General Partner or an Affiliate of
the General Partner, provided that the Partnership obtains an opinion from an
independent, nationally recognized hotel valuation and financial advisory firm
that the methodologies used to determine the consideration to be received by the
Limited Partners in the merger are fair and reasonable to the Limited Partners."
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 the merger of an indirect wholly
owned subsidiary of Host Marriott, L.P. and HMC Merger Corporation 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."
2
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:
3
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 and 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 (the "Limited Partners") and identified in the books and
records of Marriott Hotel Properties Limited Partnership, a Delaware limited
partnership (the "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 or all 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 give 30 days notice of the proposed sale to the Limited
Partners and (b) the Partnership shall obtain an appraisal of the fair market
value of the Hotel(s), the cost of which shall be borne by the purchaser, such
appraisal(s) to be prepared by an independent, nationally recognized appraiser
experienced in the valuation of hotel properties and selected by the General
Partner. Notwithstanding the foregoing, the Partnership may merge with the
General Partner or an Affiliate of the General Partner, provided that the
Partnership obtains an opinion from an independent, nationally recognized hotel
valuation and financial advisory firm that the methodologies used to determine
the consideration to be received by the Limited Partners in the merger are fair
and reasonable to the Limited Partners."
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 the merger of an indirect wholly
owned subsidiary of Host Marriott, L.P. and HMC Merger Corporation 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."
2
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:
3
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 and 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 (the "Limited Partners") and identified in the books and
records of Marriott Hotel Properties II Limited Partnership, a Delaware limited
partnership (the "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 June 14, 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 Xxxxx 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 30 days
notice of the proposed sale to the Limited Partners and (b) the Partnership
shall obtain an appraisal of the fair market value of the Hotel(s) and other
assets to the Partnership, the cost of which shall be borne by the purchaser,
such appraisal(s) to be prepared by an independent, nationally recognized
appraiser experienced in the valuation of hotel properties and selected by the
General Partner. Notwithstanding the foregoing, the Partnership may merge with
the General Partner or an Affiliate of the General Partner, provided that the
Partnership obtains an opinion from an independent, nationally recognized hotel
valuation and financial advisory firm that the methodologies used to determine
the consideration to be received by the Limited Partners in the merger are fair
and reasonable to the Limited Partners."
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 the merger of an indirect wholly
owned subsidiary of Host Marriott, L.P. and HMC Merger Corporation 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."
2
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:
3
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 and 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 (the
"Limited Partners") and identified in the books and records of Mutual Benefit
Chicago Marriott Suite Hotel Partners, L.P., a Rhode Island limited partnership
(the "Partnership").
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, without any further act,
approval or vote of the Limited Partners."
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 and all or substantially all of the other assets of the Partnership
unless (a) the General Partner agrees that such transaction is advisable for the
Partnership
and (b) the Partnership shall obtain an appraisal of the fair market value of
the Hotel and other assets of the Partnership, such appraisal to be prepared by
an independent, nationally recognized appraiser experienced in the valuation of
hotel properties and selected by the General Partner. Notwithstanding the
foregoing, the Partnership may merge with another entity, including the General
Partner or an Affiliate of the General Partner, provided that the Partnership
obtains an opinion from an independent, nationally recognized hotel valuation
and financial advisory firm that the methodologies used to determine the
consideration to be received by the Limited Partners in the merger are fair and
reasonable to the Limited Partners."
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 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 acquisition of the Partnership by Host Marriott, L.P. through the
merger of an indirect wholly owned subsidiary of Host Marriott, L.P. and HMC
Merger Corporation 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."
2
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:
3
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 (the "Limited Partners") and identified in the books and
records of Potomac Hotel Limited Partnership, a Delaware limited partnership
(the "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 an Affiliate of Host," before "admit."
5. Section 5.02.B. is hereby amended by adding a new subsection (vi)
thereto to read as 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 or all or substantially all of the other
assets of the Partnership."
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 ends 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 acquisition of the Partnership by Host Marriott, L.P.
through the merger of an indirect wholly owned subsidiary of Host Marriott, L.P.
and HMC Merger Corporation 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."
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
Host Marriott Corporation
By:
---------------------------------
Name:
Title:
LIMITED PARTNERS:
Host Marriott Corporation, as
Attorney-in-Fact for the Limited
Partners admitted to the Partnership
By:
---------------------------------
Name:
Title:
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