Exhibit 2.2
FIRST AMENDMENT TO AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP (this "First
Amendment"), dated as of December 28, 1998, is entered into by FIBM One LLC, a
Delaware limited liability company, as general partner (the "General Partner"),
of Fairfield Inn By Marriott Limited Partnership (the "Partnership"), for
itself and on behalf of the limited partners of the Partnership.
WHEREAS, the Partnership was formed pursuant to a Certificate of Limited
Partnership filed with the Office of the Secretary of State of the State of
Delaware on August 23, 1989;
WHEREAS, in connection with certain restructuring transactions involving its
parent company, Marriott FIBM One Corporation merged with and into the General
Partner, a newly formed Delaware limited liability company; and
WHEREAS, in accordance with Section 11.02 of the Partnership Agreement, the
General Partner wishes to amend the Partnership Agreement to reflect its
successor name by merger and to make certain clean up changes.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:
1. The introductory paragraph of the Partnership Agreement is hereby
amended to replace the phrase "Marriott FIBM One Corporation, a Delaware
corporation" with the phrase "FIBM One LLC, a Delaware limited liability
company."
2. The definitions of "General Partner" and "Host" in Section 1.01 of
the Partnership Agreement are hereby amended and restated in their entirety
as follows:
"General Partner" means FIBM One LLC, a Delaware limited liability
company, in its capacity as general partner of the Partnership, and its
successors and assigns.
"Host" means Host Marriott Corporation, a Delaware corporation, and
its successors and assigns.
3. Section 3.01 of the Partnership Agreement is hereby amended and
restated in its entirety as follows:
Section 3.01. General Partner. The General Partner of the
Partnership is and shall be FIBM One LLC, a Delaware limited liability
company, in its capacity as general partner of the Partnership, and its
successors and assigns, having its principal executive offices at 00000
Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, and any Person admitted as a
substitute general partner in accordance with Sections 6.01 or 10.02B.
4. All defined terms contained in this First Amendment, unless otherwise
defined herein, shall have the meaning contained in the Partnership
Agreement. Except as modified herein, all terms and conditions of the
Partnership Agreement shall remain in full force and effect, which terms
and conditions the General Partner hereby ratifies and affirms.
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IN WITNESS WHEREOF, the undersigned has executed this First Amendment as of
the date first set forth above.
Fibm One LLC,
as the successor General Partner
of Fairfield Inn By Marriott
Limited Partnership and on
behalf of existing Limited
Partners
/s/ Xxxxxxxxxxx X. Xxxxxxxx
By: _________________________________
Xxxxxxxxxxx X. Xxxxxxxx
Executive Vice President
