Exhibit 3.10
SECOND AMENDMENT TO AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
THIS SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP (this "Second
Amendment"), dated as of December 28, 1998, is entered into by CBM Two LLC, a
Delaware limited liability company, as general partner (the "General Partner"),
of Courtyard By Marriott II 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 31, 1987;
WHEREAS, in connection with certain restructuring transactions involving
its parent company, CBM Two 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 "CBM Two Corporation, a Delaware corporation" with
the phrase "CBM Two 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 CBM Two 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 CBM Two 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.
4. All defined terms contained in this Second 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 Second Amendment as
of the date first set forth above.
CBM TWO LLC,
as the successor General Partner of Courtyard
By Marriott II Limited Partnership and on
behalf of existing Limited Partners
/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx
Vice President
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