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EXHIBIT 99.(d)(2)
FIRST AMENDMENT TO AGREEMENT
OF LIMITED PARTNERSHIP
OF SUPER 8 MOTELS NORTHWEST II,
A WASHINGTON LIMITED PARTNERSHIP
This First Amendment to Agreement of Limited Partnership is made to the
Certificate and Agreement of Limited Partnership (the "Partnership Agreement")
of Super 8 Motels Northwest II, a Washington limited partnership (the
"Partnership"), and is made by and among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Peninsula
Development Services, Inc. (collectively, the "General Partner") and the limited
partners, subject to the approval of the limited partners.
The Partnership Agreement is hereby amended as follows.
1. A new Section 10.8 is added. It shall read as follows.
10.8 Allocation of Gain Under the Federal Income Tax Laws. For
federal income tax purposes only, gain, if any, realized by the
Partnership in a cash merger shall be allocated to limited partners
receiving the cash merger consideration.
2. The Agreement as hereby amended shall continue in force and effect
except as modified herein.
The Partnership Agreement provides that the General Partner is designated
as attorney-in-fact for the limited partners and may sign an amendment to the
Partnership Agreement for the limited partners.
Dated February __, 1999.
GENERAL PARTNER
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President and Chief
Executive Officer, Peninsula Development
Services, Inc.
LIMITED PARTNERS
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, attorney-in-fact
