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EXHIBIT 99.(d)(2)
SECOND AMENDMENT TO AGREEMENT
OF LIMITED PARTNERSHIP
OF SUPER 8 MOTELS NORTHWEST I,
A WASHINGTON LIMITED PARTNERSHIP
This Second Amendment to Agreement of Limited Partnership is made to the
Amended Certificate and Agreement of Limited Partnership, as amended (the
"Partnership Agreement") of Super 8 Motels Northwest I, a Washington limited
partnership (the "Partnership") dated March 31, 1980, and filed with the office
of the county auditor, Xxxxxxxx County, Washington, on March 31, 1980, and is
made by and among Xxxxxx X. Xxxxxxxx (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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Xxxxxx X. Xxxxxxxx
LIMITED PARTNERS
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Xxxxxx X. Xxxxxxxx, attorney-in-fact
