FIRST AMENDMENT TO AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP (this "First
Amendment"), dated as of December 28, 1998, is entered into by RIBM One LLC, a
Delaware limited liability company, as general partner (the "General Partner"),
of Marriott Residence Inn 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 January 18, 1988;
WHEREAS, in connection with certain restructuring transactions
involving its parent company, RIBM 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 "RIBM One Corporation, a Delaware corporation"
with the phrase "RIBM 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 RIBM One LLC, a Delaware limited
liability company and wholly-owned subsidiary of Host, 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 RIBM One LLC, a Delaware limited
liability company and wholly-owned subsidiary of Host, 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 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.
RIBM ONE LLC,
as the successor General Partner
of Marriott Residence Inn Limited
Partnership and on behalf of existing
Limited Partners
By:
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Executive Vice President