FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Limited Partnership Agreement

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Title: FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Governing Law: Delaware Date: 6/20/2005
Industry: Hotels and Motels Sector: Services

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, Parties: hammons john q hotels inc

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EXHIBIT 10.8

FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

[JOHN Q. HAMMONS HOTELS], L.P.

a Delaware limited partnership

dated as of [_________ __], 2005

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE

SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE

DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR

DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL SATISFACTORY TO THE

PARTNERSHIP, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE

EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE

EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER

APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

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TABLE OF CONTENTS

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ARTICLE 1 DEFINED TERMS............................................................................................... 1

ARTICLE 2 ORGANIZATIONAL MATTERS...................................................................................... 17

SECTION 2.1 CONTINUATION OF PARTNERSHIP......................................................................... 17

SECTION 2.2 NAME................................................................................................ 17

SECTION 2.3 REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE....................................................... 17

SECTION 2.4 POWER OF ATTORNEY................................................................................... 17

SECTION 2.5 TERM................................................................................................ 18

ARTICLE 3 PURPOSE..................................................................................................... 18

SECTION 3.1 PURPOSE AND BUSINESS................................................................................ 18

SECTION 3.2 POWERS.............................................................................................. 19

SECTION 3.3 PARTNERSHIP ONLY FOR PURPOSES SPECIFIED............................................................. 19

SECTION 3.4 REPRESENTATIONS AND WARRANTIES BY THE PARTNERS...................................................... 19

SECTION 3.5 COMPLIANCE WITH REIT PROVISIONS..................................................................... 20

ARTICLE 4 CAPITAL CONTRIBUTIONS....................................................................................... 21

SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS............................................................... 21

SECTION 4.2 ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS AND ADDITIONAL PARTNERSHIP UNITS...................... 21

SECTION 4.3 ADDITIONAL FUNDS AND CAPITAL CONTRIBUTIONS.......................................................... 22

SECTION 4.4 NO INTEREST; NO RETURN.............................................................................. 23

SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION................................................................ 23

SECTION 4.6 OTHER CONTRIBUTION PROVISIONS....................................................................... 23

ARTICLE 5 DISTRIBUTIONS............................................................................................... 24

SECTION 5.1 DISTRIBUTIONS....................................................................................... 24

SECTION 5.2 CERTAIN TAX DISTRIBUTIONS........................................................................... 24

SECTION 5.3 DISTRIBUTIONS TO REFLECT ADDITIONAL PARTNERSHIP UNITS............................................... 25

SECTION 5.4 DETERMINATION OF OPERATING CASH, AVAILABLE CLOSING CASH, OTHER CASH AND NET WORTH.................. 25

SECTION 5.5 EXPERT RESOLUTION................................................................................... 26

SECTION 5.6 RESTRICTED DISTRIBUTIONS............................................................................ 26

ARTICLE 6 ALLOCATIONS................................................................................................. 26

SECTION 6.1 TIMING AND AMOUNT OF ALLOCATIONS OF NET INCOME AND NET LOSS......................................... 27

SECTION 6.2 GENERAL ALLOCATIONS................................................................................. 27

SECTION 6.3 ADDITIONAL ALLOCATION PROVISIONS.................................................................... 27

SECTION 6.4 TAX ALLOCATIONS..................................................................................... 29

SECTION 6.5 RECAPTURE INCOME.................................................................................... 30

ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS............. ......................................................... 30

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SECTION 7.1 MANAGEMENT.......................................................................................... 30

SECTION 7.2 CERTIFICATE OF LIMITED PARTNERSHIP.................................................................. 31

SECTION 7.3 RESTRICTIONS ON GENERAL PARTNER'S AUTHORITY......................................................... 31

SECTION 7.4 REIMBURSEMENT OF THE GENERAL PARTNER................................................................ 35

SECTION 7.5 OUTSIDE ACTIVITIES.................................................................................. 36

SECTION 7.6 RESERVES; WORKING CAPITAL........................................................................... 36

SECTION 7.7 INDEMNIFICATION..................................................................................... 36

SECTION 7.8 LIABILITY OF THE GENERAL PARTNER.................................................................... 38

SECTION 7.9 OTHER MATTERS CONCERNING THE GENERAL PARTNER........................................................ 38

SECTION 7.10 TITLE TO PARTNERSHIP ASSETS......................................................................... 39

SECTION 7.11 RELIANCE BY THIRD PARTIES........................................................................... 39

ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.................................................................. 39

SECTION 8.1 LIMITATION OF LIABILITY............................................................................. 39

SECTION 8.2 MANAGEMENT OF BUSINESS.............................................................................. 39

SECTION 8.3 OUTSIDE ACTIVITIES OF LIMITED PARTNERS; RELATED PARTY TRANSACTIONS.................................. 40

SECTION 8.4 RETURN OF CAPITAL................................................................................... 40

ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS...................................................................... 40

SECTION 9.1 RECORDS AND ACCOUNTING.............................................................................. 40

SECTION 9.2 PARTNERSHIP YEAR.................................................................................... 40

SECTION 9.3 REPORTS............................................................................................. 40

SECTION 9.4 DETERMINATION OF LIQUIDATION VALUE.................................................................. 41

ARTICLE 10 TAX MATTERS................................................................................................ 41

SECTION 10.1 PREPARATION OF TAX RETURNS.......................................................................... 41

SECTION 10.2 TAX ELECTIONS....................................................................................... 42

SECTION 10.3 TAX MATTERS PARTNER................................................................................. 42

SECTION 10.4 WITHHOLDING......................................................................................... 43

SECTION 10.5 ORGANIZATIONAL EXPENSES............................................................................. 43

ARTICLE 11 PARTNERSHIP INTEREST TRANSFERS AND PARTNER WITHDRAWALS..................................................... 44

SECTION 11.1 TRANSFER............................................................................................ 44

SECTION 11.2 TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTERESTS................................................. 44

SECTION 11.3 LIMITED PARTNERS' RIGHTS TO TRANSFER................................................................ 44

SECTION 11.4 SUBSTITUTED LIMITED PARTNERS........................................................................ 45

SECTION 11.5 ASSIGNEES........................................................................................... 46

SECTION 11.6 GENERAL PROVISIONS.................................................................................. 46

SECTION 11.7 ARTICLE 8 OPT-IN PROVISIONS......................................................................... 47

ARTICLE 12 ADMISSION OF PARTNERS...................................................................................... 48

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SECTION 12.1 ADMISSION OF SUCCESSOR GENERAL PARTNER AND TRANSFEREES OF GENERAL PARTNER'S PARTNERSHIP INTERESTS... 48

SECTION 12.2 ADMISSION OF ADDITIONAL LIMITED PARTNERS............................................................ 48

SECTION 12.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP....................................... 49

SECTION 12.4 LIMIT ON NUMBER OF PARTNERS......................................................................... 49

SECTION 12.5 ADMISSION........................................................................................... 49

ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION................................................................... 49

SECTION 13.1 DISSOLUTION......................................................................................... 49

SECTION 13.2 WINDING UP.......................................................................................... 50

SECTION 13.3 DEEMED CONTRIBUTION AND DISTRIBUTION................................................................ 51

SECTION 13.4 RIGHTS OF HOLDERS................................................................................... 51

SECTION 13.5 NOTICE OF DISSOLUTION............................................................................... 51

SECTION 13.6 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP.................................................. 52

SECTION 13.7 REASONABLE TIME FOR WINDING-UP...................................................................... 52

ARTICLE 14 PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS...................................... 52

SECTION 14.1 PROCEDURES FOR ACTIONS AND APPROVAL OF PARTNERS..................................................... 52

SECTION 14.2 AMENDMENTS.......................................................................................... 52

SECTION 14.3 MEETINGS OF THE PARTNERS............................................................................ 52

ARTICLE 15 RIGHT OF LIQUIDATION; REDEMPTION OF PREFERRED UNITS........................................................ 53

SECTION 15.1 RIGHT TO REQUEST LIQUIDATION........................................................................ 53

SECTION 15.2 REDEMPTION BY THE PARTNERSHIP....................................................................... 53

SECTION 15.3 EARLY LIQUIDITY RIGHT............................................................................... 54

ARTICLE 16 GENERAL PROVISIONS......................................................................................... 54

SECTION 16.1 ADDRESSES AND NOTICE................................................................................ 54

SECTION 16.2 TITLES AND CAPTIONS................................................................................. 54

SECTION 16.3 INTERPRETATION...................................................................................... 54

SECTION 16.4 FURTHER ACTION...................................................................................... 55

SECTION 16.5 BINDING EFFECT...................................................................................... 55

SECTION 16.6 WAIVER.............................................................................................. 55

SECTION 16.7 COUNTERPARTS........................................................................................ 55

SECTION 16.8 APPLICABLE LAW...................................................................................... 55

SECTION 16.9 ENTIRE AGREEMENT.................................................................................... 55

SECTION 16.10 INVALIDITY OF PROVISIONS............................................................................ 56

SECTION 16.11 NO PARTITION........................................................................................ 56

SECTION 16.12 NO THIRD-PARTY RIGHTS CREATED HEREBY................................................................ 56

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SECTION 16.13 HAMMONS REPRESENTATIVE.............................................................................. 56

SECTION 16.14 WAIVER OF JURY TRIAL................................................................................ 56

SECTION 16.15 JURISDICTION; SERVICE OF PROCESS.................................................................... 57

SECTION 16.16 ADVERTISING......................................................................................... 57

SECTION 16.17 CONFIDENTIALITY..................................................................................... 57

SECTION 16.18 CUMULATIVE REMEDIES................................................................................. 57

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Exhibit A PARTNERS AND PARTNERSHIP UNITS...................................................................... A-1

Exhibit B ALLOCATED PROPERTY-LEVEL DEBT....................................................................... B-1

Exhibit C DESIGNATED HOTELS................................................................................... C-1

Exhibit D FORM OF PARTNERSHIP UNIT CERTIFICATE................................................................ D-1

Exhibit E GROSS ASSET VALUES, REVERSE CODE SECTION 704(c) GAIN AND SECTION 704(c) GAIN........................ E-1

Exhibit F ORIGINAL CODE SECTION 704(c) VALUATIONS AND CODE SECTION 704(c) GAIN................................ F-1

Exhibit G 1031 PROPERTIES..................................................................................... G-1

Exhibit H CERTAIN IDENTIFIED DEBT............................................................................. H-1

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FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED

PARTNERSHIP OF [JOHN Q. HAMMONS HOTELS], L.P.

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF [JOHN

Q. HAMMONS HOTELS], L.P., dated as of [___________ __], 2005, is entered into by

and among ATRIUM GP, LLC, a Delaware limited liability company, as general

partner of the Partnership, John Q. Hammons, as Trustee of THE REVOCABLE TRUST

OF JOHN Q. HAMMONS, dated December 28, 1989, as amended and restated ("JQH

TRUST"), HAMMONS, INC., a Missouri corporation ("HAMMONS, INC," and, together

with JQH Trust, the "HAMMONS LIMITED PARTNERS"), and any additional limited

partner that is admitted to the Partnership from time to time pursuant to the

terms of this Agreement and listed on Exhibit A attached hereto, (together with

the Hammons Limited Partners, collectively, the "LIMITED PARTNERS"). Capitalized

terms used but not otherwise defined herein shall have the meaning accorded to

such terms in Article I hereof.

WHEREAS, the parties hereto desire to amend and restate the Third Amended

and Restated Agreement of Limited Partnership of John Q. Hammons Hotels, L.P.,

dated as of the date hereof, by and among John Q. Hammons Hotels, Inc., a

Delaware corporation, as general partner, John Q. Hammons, Trustee of the JQH

Trust, and Hammons, Inc., as limited partners (the "PRIOR AGREEMENT").

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree to

amend and restate the Prior Agreement in its entirety as follows:

ARTICLE 1

DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise

clearly indicated to the contrary, applied to the terms used in this Agreement.

"ACT" means the Delaware Revised Uniform Limited Partnership Act, 6

Del(c).Section 17-101 et. seq., as it may be amended from time to time, and any

successor to such statute.

"ACTIONS" has the meaning set forth in Section 7.7(a) hereof.

"ADDITIONAL FUNDS" has the meaning set forth in Section 4.3(a) hereof.

"ADDITIONAL LIMITED PARTNER" means a Person who is admitted to the

Partnership as a Limited Partner pursuant to Section 4.2 and/or Article 12

hereof and who is shown as such on the books and records of the Partnership.

"ADDITIONAL PARTNERSHIP INTERESTS" has the meaning set forth in Section

4.2(a) hereof.

"ADDITIONAL PARTNERSHIP UNITS" has the meaning set forth in Section 4.2(a)

hereof.

"ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect to any Partner, the

deficit balance, if any, in such Person's Capital Account as of the end of the

relevant Partnership Year, after giving effect to the following adjustments:

(a) decrease such deficit by any amounts that such Person is

obligated to restore pursuant to this Agreement or by operation of law

upon liquidation of such Partner's Partnership Interest or that such

Person is deemed to be obligated to restore pursuant to the current

penultimate sentence of each of Regulations Sections 1.704-2(g)(1) and

1.704-2(i)(5); and

(b) increase such deficit by the items described in Regulations

Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

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The foregoing definition of "ADJUSTED CAPITAL ACCOUNT DEFICIT" is intended to

comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall

be interpreted consistently therewith.

"AFFILIATE" means, with respect to any Person, any Person directly or

indirectly controlling or controlled by or under common control with such

Person. For the purposes of this definition, "control" when used with respect to

any Person means the possession, directly or indirectly, of the power to direct

or cause the direction of the management and policies of such Person, whether

through the ownership of voting securities, by contract or otherwise, and the

terms "controlling" and "controlled" have meanings correlative to the foregoing.

"AFFILIATE TRANSACTION AGREEMENTS" means the following agreements

described in sections 2.1(k), 2.1(m), 2.1(n) and 2.1(o) of the Transaction

Agreement: Tax Indemnity Agreement, Sponsor Right of First Refusal, JQH Right of

First Refusal, Non-Solicitation Agreement, Corporate Overhead Agreement,

Development Restriction Agreement, TRS Leases, Revenue Sharing Agreement and

Management Services Agreement, as such agreements may be amended, supplemented

or otherwise modified from time to time in accordance with their respective

terms.

"AGREEMENT" means this Fourth Amended and Restated Agreement of Limited

Partnership of [JOHN Q. HAMMONS HOTELS], L.P, as now or hereafter amended,

restated, modified, supplemented or replaced.

"ALLOCATED PROPERTY-LEVEL DEBT" means, with respect to each of the

Properties set forth on Exhibit B attached hereto, the amount of Debt allocated

with respect to such Property as set forth on Exhibit B.

"ANNUAL CAP" means, with respect to any Partnership Year, an amount equal

to $25 million, less any reimbursements made in such Partnership Year pursuant

to Section 7.4(b), plus the undistributed portion, if any, of the Annual Cap for

the Partnership Years prior to such Partnership Year.

"APPROVAL" means the consent to, approval of, or vote in favor of a

proposed action by a Partner given in accordance with Article 14 hereof, and the

terms "APPROVE" and "APPROVED" have meanings correlative to the foregoing.

"ARTICLE 8" has the meaning set forth in Section 11.7.

"ASSIGNEE" means a Person to whom one or more Partnership Units have been

Transferred in a manner permitted under this Agreement, but who has not become a

Substituted Limited Partner, and who has the rights set forth in Section 11.5

hereof.

"AVAILABLE CLOSING CASH" means, as the applicable Partnership Record Date,

an amount equal to (a) Closing Cash, less (b) the aggregate amount of Closing

Cash previously Distributed pursuant to Section 5.1(a)(ii), less (c) the

aggregate amount of reimbursements previously made pursuant to Section 7.4(b).

"BOOK-UP" means increase or decrease the Gross Asset Value of Partnership

Property pursuant to subsection (b) of the definition of Gross Asset Value, as

permitted by Regulations Section 1.704-1(b)(2)(iv)(f) and corresponding

adjustments to Capital Accounts.

"BUSINESS DAY" means any day except a Saturday, Sunday or other day on

which commercial banks in New York, New York are authorized or required by law

to close.

"CALENDAR LIQUIDATION NOTICE DATE" means the date that is one month after

the seventh anniversary of the Effective Date if a Liquidation Notice has been

received; provided, however, that if no Liquidation Notice has been delivered as

of such date, the Calendar Liquidation Notice Date shall automatically be

extended for successive one-year periods up to six times. Such automatic

extensions (i) shall expire upon the death of JQH and (ii) may not be

Transferred and is not available to any subsequent Hammons Limited Partners,

regardless of whether such Transfer is permitted by this Agreement or is

otherwise Approved by the Partners; provided, however, that in the event JQH is

Incapacitated (through permanent disability or adjudication of insanity or

incompetency but not by reason of death), such extension right shall continue.

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"CAPITAL ACCOUNT" means, with respect to any Partner, the Capital Account

maintained by the General Partner for such Partner on the Partnership's books

and records in accordance with the following provisions:

(a) To each Partner's Capital Account, there shall be added such

Partner's Capital Contributions, such Partner's distributive share of Net

Income and any items in the nature of income or gain that are specially

allocated pursuant to Section 6.3 hereof, and the amount of any

Partnership liabilities assumed by such Partner or that are secured by any

property distributed to such Partner.

(b) From each Partner's Capital Account, there shall be subtracted

the amount of cash and the Gross Asset Value of any property distributed

to such Partner pursuant to any provision of this Agreement, such

Partner's distributive share of Net Losses and any items in the nature of

expenses or losses that are specially allocated pursuant to Section 6.3

hereof, and the amount of any liabilities of such Partner assumed by the

Partnership or that are secured by any property contributed by such

Partner to the Partnership.

is transferred in accordance with the terms of this Agreement, the

transferee shall succeed to the Partner's Capital Account of the

transferor to the extent that it relates to the Transferred interest.

(d) In determining the principal amount of any liability for

purposes of subsections (a) and (b) hereof, there shall be taken into

account Code Section 752(c) and any other applicable provisions of the

Code and Regulations.

(e) The provisions of this Agreement relating to the maintenance of

Capital Accounts are intended to comply with Regulations promulgated under

Code Section 704, and shall be interpreted and applied in a manner

consistent with such Regulations. If the General Partner shall determine

that it is prudent to modify the manner in which the Capital Accounts are

maintained in order to comply with such Regulations, the General Partner

may make such modification provided that such modification will not have a

material effect on the amounts distributable to any Partner without such

Partner's written consent. The General Partner also shall (i) make any

adjustments that are necessary or appropriate to maintain equality between

the Capital Accounts of the Partners and the amount of Partnership capital

reflected on the Partnership's balance sheet, as computed for book

purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q) and

(ii) make any appropriate modifications in the event that unanticipated

events might otherwise cause this Agreement not to comply with Regulations

Section 1.704-1(b) or Section 1.704-2; provided, however, that such

changes shall not reduce amounts otherwise distributable to the Partner as

the Preferred Redemption Price or as distributions on termination of the

Partnership.

"CAPITAL CONTRIBUTION" means, with respect to any Partner, any cash, cash

equivalents or the initial Gross Asset Value of any Contributed Property that

such Partner contributes to the Partnership reduced by any debt that the

Partnership becomes responsible for pursuant to Section 4.1, 4.2, 4.3 or 4.5

hereof. The principal amount of a promissory note which is not readily traded on

an established securities market and which is contributed by a Partner as the

maker of the note shall not be considered a capital contribution until the

Partnership makes a taxable disposition of the note or until (and to the extent)

principal payments are made on the note, all in accordance with Regulations

Section 1.704-1(b)(2)(iv)(d)(2).

"CASH" means, with respect to any Person, all cash and cash equivalents of

such Person and its Subsidiaries, whether or not restricted. Without limiting

the generality of the foregoing, "CASH," as used with respect to the

Partnership, shall include, without limitation, the line items on the balance

sheet of the Partnership and its Subsidiaries designated as "Cash and

Equivalents," "Restricted Cash," "Marketable Securities" and the restricted cash

component of "Deferred Financing Costs, Franchise Fees and Other."

"CASH FLOW" means Consolidated EBITDA of the Partnership and its

Subsidiaries, reduced by, without duplication, the sum of (a) interest expense

and (b) taxes paid for the applicable period based on income (including, for the

avoidance of doubt and without limitation, the Michigan Single Business Tax and

the Texas Franchise Tax).

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"CERTIFICATE" means the Certificate of Limited Partnership of the

Partnership filed in the office of the Secretary of State of the State of

Delaware, as amended from time to time in accordance with the terms hereof and

the Act.

"CLOSING CASH" means the aggregate amount of Cash of the Partnership and

its Subsidiaries (it being understood that the amounts of Cash of such

Subsidiaries shall be counted for this purpose only to the extent of the

Partnership's interest in such Subsidiaries) as of the Effective Date.

"CODE" means the Internal Revenue Code of 1986, as amended and in effect

from time to time or any successor statute thereto, as interpreted by the

applicable Regulations thereunder. Any reference herein to a specific Section or

sections of the Code shall be deemed to include a reference to any corresponding

provision of future law.

"COMMON ALLOCATIONS PERCENTAGE" means, as of any time, a percentage equal

to 100%, minus the Preferred Allocations Percentage.

"CONSENT OF THE HAMMONS LIMITED PARTNERS" means the prior written consent

of either the Hammons Representative or the Hammons Limited Partners holding

more than fifty percent (50%) of all of the outstanding Hammons Preferred Units,

in either case, in their sole and absolute discretion, except to the extent that

a different standard is expressly provided herein.

"CONSOLIDATED EBITDA" means, for any Person and for any period, the EBITDA

as determined (a) on a consolidated basis of such Person and its Subsidiaries

and (b) based upon financial statements of such Person and its Subsidiaries

prepared in accordance with GAAP, adjusted to include income generated by such

Person's Cash and to account for acquisitions and dispositions on a pro forma

basis as though such acquisitions or dispositions, as the case may be, occurred

at the beginning of such period.

"CONSOLIDATED LEVERAGE RATIO" means, with respect to any Person as of any

date of determination, the ratio of (x) such Person's Consolidated Total Debt to

(y) such Person's Consolidated EBITDA for the most recently completed

twelve-month period for which financial statements are then available.

"CONSOLIDATED TOTAL DEBT" means, with respect to any Person at any time,

the difference, if positive, of (x) the sum of (without duplication) (i) the

amount of all Debt of such Person and its Subsidiaries as would be required to

be reflected on the liability side of a balance sheet prepared in accordance

with GAAP and determined on a consolidated basis at such time (it being

understood that the amounts of Debt of such Person's Subsidiaries shall be

consolidated with that of such Person only to the extent of such Person's

interest in such Subsidiaries) and (ii) guarantees of third party debt and

letters of credit issued to support third party debt, in each case, except to

the extent that such third party debt is collateralized by such third party,

less (y) the sum of (i) such Person's Cash (excluding any amounts of cash on

hand that have been designated by the such Person or any of its Subsidiaries for

application to prepay Debt described in clause (y)(ii)) plus (ii) any Debt

outstanding on the date of determination in respect of which an irrevocable

prepayment notice has been delivered that results in such Debt being due and

payable not later than 30 days after such prepayment notice, to the extent such

Person or any of its Subsidiaries either shall have unrestricted cash reserves

for such payment or shall have committed cash reserves for such payment pursuant

to a deposit arrangement or otherwise.

"CONSTRUCTIVELY" means ownership determined through the application of the

constructive ownership rules of Section 318 of the Code, as modified by Code

Section 856(d)(5).

"CONTRIBUTED PROPERTY" or "CONTRIBUTED PROPERTIES" means each Property or

other asset contributed, in such form as may be permitted by the Act, but

excluding cash, contributed or deemed contributed to the Partnership (or deemed

contributed by the Partnership to a "new" partnership pursuant to Code Section

708).

"CONVERTIBLE SECURITIES" means evidences of indebtedness, shares of stock

or other securities (including options and warrants) which are directly or

indirectly convertible, exercisable or exchangeable, with or without payment of

additional consideration in cash or property, for shares of common stock (or

other equity securities of

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the applicable Person), either immediately or upon the onset of a specified date

or the happening of a specified event.

"CORPORATE OVERHEAD AGREEMENT" means the Corporate Overhead Agreement,

dated as of the date hereof, by and between the Partnership and JQH Acquisition,

LLC, a Delaware limited liability company.

"DEBT" means, as to any Person, at a particular time, (i) indebtedness for

borrowed money or for the deferred purchase price of property (which shall not

include accounts payable incurred in the ordinary course of business) in respect

of which such Person is liable, contingently or otherwise, as obligor, guarantor

or otherwise, or in respect of which such Person otherwise assures a creditor

against loss, in each case, only to the extent of such liability and, in the

case of a guarantee or similar obligation, to the extent that such guarantee or

similar obligation is not collateralized by the Person with respect to whom such

guarantee or similar obligation is incurred, (ii) obligations under leases which

shall have been or should be, in accordance with GAAP, recorded as capital

leases in respect of which obligations such Person is liable, contingently or

otherwise, as obligor, guarantor or otherwise, or in respect of which

obligations such Person assures a creditor against loss, in each case, only to

the extent of such liability and, in the case of a guarantee or similar

obligation, to the extent that such guarantee or similar obligation is not

collateralized by the Person with respect to whom such guarantee or similar

obligation is incurred, (iii) obligations of such Person to purchase or

repurchase accounts receivable, chattel paper or other payment rights sold or

assigned by such Person, (iv) indebtedness or obligations of such Person under

or with respect to letters of credit, notes, bonds or other debt instruments and

(v) all obligations of such Person under any interest rate swap, cap or collar

agreement or other similar agreement or arrangement designed to alter the risks

of that Person arising from fluctuations in interest rates, in each case whether

contingent or matured.

"DESIGNATED HOTELS" means, collectively, the ten properties set forth on

Exhibit C attached hereto.

"DISTRIBUTION" (including, with correlative meaning, the term

"Distribute") means each distribution made by the Partnership to a Holder;

provided that none of the following shall be deemed a distribution: (a) any

recapitalization or exchange of any Partnership Units which does not entail any

transfer of Partnership Property (including cash, but excluding securities); (b)

any payment to the Holders of Hammons Preferred Units upon liquidation and

distribution; and (c) any subdivision (by split of Partnership Units or

otherwise) or any combination (by reverse split of Partnership Units or

otherwise) of any outstanding Partnership Units.

"EARLY LIQUIDITY CLOSING DATE" has the meaning set forth in Section

15.3(b) hereof.

"EARLY LIQUIDITY DUE DATE" has the meaning set forth in Section 15.3(a)

hereof.

"EARLY LIQUIDITY NOTICE" has the meaning set forth in Section 15.3(a)

hereof.

"EARLY LIQUIDITY PRICE" means an amount equal to the sum of (a) $50

million, plus (b) $13,700 (the "PER DIEM AMOUNT") for each day (but in no event

for more than 365 days), if any, that the Early Liquidity Closing Date occurs

later than the Early Liquidity Due Date; provided that as of immediately after

each time that any of the Early Liquidity Units are purchased pursuant to

Section 15.3, the Per Diem Amount shall be adjusted to be an amount equal to the

quotient of (i) 10% of the Remaining Early Liquidity Price as of such time,

divided by (ii) 365.

"EARLY LIQUIDITY RIGHT" has the meaning set forth in Section 15.3(a)

hereof.

"EARLY LIQUIDITY UNITS" means the number of Hammons Preferred Units

derived by multiplying all of the Hammons Preferred Units outstanding by the

quotient of (a) the Early Liquidity Price, divided by (b) the Preferred

Redemption Price.

"EBITDA" means, for any Person and for any period, the net income of such

Person for such period, adjusted to add thereto (to the extent deducted from net

revenues in determining net income), without duplication, the sum of (a)

interest expense, (b) provisions for taxes based on income (including, for the

avoidance of doubt and without limitation, the Michigan Single Business Tax and

the Texas Franchise Tax), and (c) depreciation and amortization expense, and

further adjusted (i) to include all benefits derived by any interest rate swap,

cap or collar

<PAGE>

agreement or other similar agreement or arrangement designed to alter the risks

of such Person arising from fluctuations in interest rates, in each case whether

contingent or matured, but only to the extent that the obligations of such

agreements or arrangements are included in the Debt of such Person, and (ii) to

exclude the impact of (A) gains and losses related to the early extinguishment

of Debt (including interest rate swaps and the write-off of unamortized

financing costs), (B) impairment losses and other write-downs, (C) gains or

losses on the sale of Properties, (D) extinguishment of franchise costs, (E)

cumulative effect of a change in accounting principle and (F) other infrequent

or non-recurring items, such as litigation costs, all of the foregoing as

determined based upon financial statements of such Person prepared in accordance

with GAAP.

"EFFECTIVE DATE" means the date on which this Agreement is executed by all

of the parties hereto.

"EFFECTIVE TIME" means the specific time during the Effective Date at

which this Agreement is executed and delivered by all of the parties hereto.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and

the rules and regulations of the SEC promulgated thereunder.

"GAAP" shall mean generally accepted accounting principles in the United

States of America as set forth in the opinions and pronouncements of the

Accounting Principles Board and the American Institute of Certified Public

Accountants and the statements and pronouncements of the Financial Accounting

Standards Board, or in such other statements by such other entity as may be in

general use by significant segments of the accounting profession, which are in

effect on the date of determination.

"GENERAL PARTNER" means Atrium GP, LLC, a Delaware limited liability

company, and its successors and assigns, in its capacity as the general partner

of the Partnership.

"GENERAL PARTNER INTEREST" means the Partnership Interest held by the

General Partner, which Partnership Interest, so long as it is held by the

General Partner or any successor General Partner, is an interest as a general

partner under the Act. A General Partner Interest may be expressed as a number

of Partnership Common Units or any other Partnership Units. Notwithstanding the

foregoing, a General Partnership Interest may not be expressed as a number of

Hammons Preferred Units. Upon any transfer of less than the entire Partnership

Interest of the General Partner pursuant to Section 11.2(a), such portion of the

Partnership Interest will cease to be a General Partner Interest and will become

a Limited Partner Interest for all purposes of this Agreement.

"GOING CONCERN VALUE" means an amount equal to the (a) gross proceeds that

would be received from the sale of the Partnership and its Subsidiaries as a

going concern (whether structured as a merger, consolidation, recapitalization,

sale of equity interests, sale of assets or otherwise) in an orderly transaction

(or series of transactions) designed to maximize the proceeds therefrom, as

between a willing buyer and a willing seller, both in possession of reasonable

knowledge of all relevant facts, with neither party being under any compulsion

to act or not to act, in an arm's-length transaction, taking into account all

relevant factors determinative of value, less (b) an amount equal to 0.5% of

such proceeds, less (c) Net Debt, provided that Going Concern Value shall be

determined without taking into account any Undistributed Operating Cash.

"GP CERTIFICATE" means a certificate signed on behalf of the General

Partner by the managing member, chief executive officer, president, chief

operating officer or chief financial officer (without any personal liability) of

the General Partner, stating that (i) the managing member or officer signing

such certificate has made or has caused to be made such investigations as are

reasonably necessary in order to permit such officer to verify the accuracy of

the information set forth in such certificate, and (ii) to the best of such

managing member's or officer's knowledge, such certificate does not misstate any

material fact and does not omit to state any fact necessary to make the

certificate not misleading.

"GP DETERMINATION" has the meaning set forth in Section 5.4.

<PAGE>

"GP LV DETERMINATION" has the meaning set forth in Section 9.4.

"GROSS ASSET VALUE" means, with respect to any asset, the asset's adjusted

basis for Federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a

Partner to the Partnership shall be the gross fair market value of such

asset as determined by the General Partner and agreed to by the

contributing Person; provided, that, if the General Partner or any

Affiliate of the General Partner is the contributing partner, the

determination of the fair market value shall require the Consent of the

Hammons Limited Partners, which consent shall not be unreasonably withheld

or delayed.

(b) The Gross Asset Values of all Partnership Properties immediately

prior to the Effective Time and the occurrence of any event described in

clause (i), clause (ii), clause (iii), clause (iv), clause (v) or clause

(vi) hereof shall be adjusted to equal their respective gross fair market

values, as determined by the General Partner using such reasonable method

of valuation as it may adopt, as of the following times:

(i) the acquisition of an additional interest in the

Partnership (including, without limitation, in connection with the

execution of this Agreement and acquisitions pursuant to Section 4.2

hereof or contributions or deemed contributions by the General

Partner pursuant to Section 4.2 hereof) by a new or existing Partner

in exchange for more than a de minimis Capital Contribution, if the

General Partner reasonably determines that such adjustment is

necessary or appropriate to reflect the relative economic interests

of the Partners in the Partnership;

(ii) the distribution by the Partnership to a Partner of more

than a de minimis amount of Partnership Property as consideration

for an interest in the Partnership if the General Partner reasonably

determines that such adjustment is necessary or appropriate to

reflect the relative economic interests of the Partners in the

Partnership;

(iii) the liquidation of the Partnership within the meaning of

Regulations Section 1.704-1(b)(2)(ii)(g);

(iv) upon the admission of a successor General Partner

pursuant to Section 12.1 hereof;

(v) in connection with the grant of an interest in the

Partnership (other than a de minimis interest) as consideration for

the provision of services to or for the benefit of the Partnership

by an existing partner acting in a partner capacity, or by a new

partner acing in a partner capacity or in anticipation of being a

partner; and

(vi) at such other times as the General Partner shall

reasonably determine necessary or advisable in order to comply with

Regulations Sections 1.704-1(b) and 1.704-2.

Partner shall be the gross fair market value of such asset on the date of

distribution as determined by the distributee and the General Partner;

provided that, if the distributee is the General Partner or if the

distributee and the General Partner cannot agree on such a determination,

such gross fair market value shall be determined by the written opinion of

an independent third party experienced in the valuation of similar assets,

selected by the General Partner in good faith; and provided, further, that

with respect to the Chateau on the Lake, such gross fair market value

shall be as determined by an appraisal report prepared by HVS

International dated December 7, 2004.

(d) The Gross Asset Values of Partnership assets shall be increased

(or decreased) to reflect any adjustments to the adjusted basis of such

assets pursuant to Code Section 734(b) or Code Section 743(b), but only to

the extent that such adjustments are taken into account in determining

Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m);

provided, however, that Gross Asset

<PAGE>

Values shall not be adjusted pursuant to this subsection (d) to the extent

that the General Partner reasonably determines that an adjustment pursuant

to subsection (b) above is necessary or appropriate in connection with a

transaction that would otherwise result in an adjustment pursuant to this

subsection (d).

(e) If the Gross Asset Value of a Partnership Property has been

determined or adjusted pursuant to subsection (a), subsection (b) or

subsection (d) above, such Gross Asset Value shall thereafter be adjusted

by the Tax Depreciation taken into account with respect to such asset for

purposes of computing Net Income and Net Losses.

"GROSS REVENUES" means the annual gross revenues from operating the hotels

owned by the Partnership and its Subsidiaries, but not for this purpose any

revenues from banquet facilities or convention centers leased (except as

provided herein) or managed, but not owned or leased under triple net leases

under which the lessee is responsible for capital expenditures by the

Partnership or any of its Subsidiaries (the "HOTELS"), but excluding from such

calculation the following: (i) gratuities paid to hotel employees by others;

(ii) any federal, state or local excise, sales or use taxes or other applicable

impositions collected directly from hotel guests and patrons; (iii) proceeds

from the sale of furniture, fixtures and equipment ("FF&E"); (iv) proceeds of

any insurance, except business interruption or other insurance covering loss of

income; (v) any condemnation awards; (vi) gross receipts of any lessees,

licensees or concessionaires at the Hotels; (vii) proceeds from any financing or

refinancing of the Hotels; (viii) proceeds of any judgment or settlement not

relating to actual or potential loss of operating profit or gross revenues at

the Hotels; (ix) any earnings on FF&E reserve accounts which may be required by

any franchisee or licensee of such Hotels ("FF&E RESERVE ACCOUNTS"); and (x) any

amounts funded directly by the Partnership to FF&E Reserve Accounts.

"HAMMONS, INC." has the meaning set forth in the Preamble hereof.

"HAMMONS LIMITED PARTNERS" has the meaning set forth in the Preamble.

"HAMMONS PREFERRED UNITS" means a fractional share of the Partnership

Interests that the General Partner has authorized pursuant to Article IV hereof

that has the rights and obligations specified with respect to Hammons Preferred

Units in this Agreement, but does not include any Partnership Common Unit, or

any other Partnership Unit specified in a Partnership Unit Designation as being

other than a Hammons Preferred Unit.

"HAMMONS REPRESENTATIVE" has the meaning set forth in Section 16.13

hereof.

"HOLDER" means either (a) a Partner or (b) an Assignee owning a

Partnership Unit.

"INCAPACITY" or "INCAPACITATED" means (i) as to any Partner who is an

individual, death, total physical disability or entry of an order by a court of

competent jurisdiction adjudicating such Partner incompetent to manage his or

her person or his or her estate; (ii) as to any Partner that is a corporation or

limited liability company, the filing of a certificate of dissolution, or its

equivalent, for the corporation or the revocation of its charter; (iii) as to

any Partner that is a partnership, the dissolution and commencement of winding

up of the partnership; (iv) as to any Partner that is an estate, the

distribution by the fiduciary of the estate's entire interest in the

Partnership; (v) as to any trustee of a trust that is a Partner, the termination

of the trust (but not the substitution of a new trustee); or (vi) as to any

Partner, the bankruptcy of such Partner. For purposes of this definition,

"bankruptcy" of a Partner shall be deemed to have occurred when (a) the Partner

commences a voluntary proceeding seeking liquidation, reorganization or other

relief of or against such Partner under any bankruptcy, insolvency or other

similar law now or hereafter in effect, (b) the Partner is adjudged as bankrupt

or insolvent, or a final and nonappealable order for relief under any

bankruptcy, insolvency or similar law now or hereafter in effect has been

entered against the Partner, (c) the Partner executes and delivers a general

assignment for the benefit of the Partner's creditors, (d) the Partner files an

answer or other pleading admitting or failing to contest the material

allegations of a petition filed against the Partner in any proceeding of the

nature described in clause (b) above, (e) the Partner seeks, consents to or

acquiesces in the appointment of a trustee, receiver or liquidator for the

Partner or for all or any substantial part of the Partner's properties, (f) any

proceeding seeking liquidation, reorganization or other relief under any

bankruptcy, insolvency or other similar law now or hereafter in effect has not

been dismissed within one hundred twenty (120) days after the commencement

thereof, (g) the appointment without the Partner's consent or acquiescence of a

trustee, receiver or liquidator has not been vacated or stayed within ninety

(90) days of such appointment, or (h) an

<PAGE>

appointment referred to in clause (g) above is not vacated within ninety (90)

days after the expiration of any such stay.

"INDEMNITEE" means (i) any Person made a party to a proceeding by reason

of its status as (a) the General Partner, (b) a Hammons Limited Partner or (c) a

director or member of the General Partner or a Hammons Limited Partner or an

officer or employee of the Partnership, the General Partner or a Hammons Limited

Partner and (ii) such other Affiliates of the General Partner or the Partnership

as the General Partner may designate from time to time, in its Sole and Absolute

Discretion; provided that each of the Hammons Limited Partners and their

respective directors, members, officers and employees shall be deemed an

"Indemnitee" only to the extent that such Person is covered under the insurance

policies of the Partnership and its Subsidiaries.

"INDENTURE" has the meaning set forth in Section 4.5 hereof.

"IRS" means the United States Internal Revenue Service.

"ISTAR" means iStar Financial, Inc. and any Subsidiary thereof.

"JQH" means Mr. John Q. Hammons.

"JQH BORROWER" means [PROJECT HOLDCO], as borrower under the JQH Line of

Credit.

"JQH LINE OF CREDIT" means the Loan Agreement, dated as of the Effective

Date, by and between [PROJECT HOLDCO] and Lendco.

"JQH LIQUIDATION NOTICE DATE" has the meaning set forth in the definition

of "Liquidation Notice Date."

"JQH TRUST" has the meaning set forth in the Preamble hereof.

"LENDCO" means Atrium Lendco LLC, a Delaware limited liability company.

"LENDER TRANSFER" has the meaning set forth in Section 11.3(a).

"LIBOR DIFFERENTIAL" means, with respect to any period for which such

calculation is made, an amount equal to (a) all amounts incurred (including all

interest charges accrued) by Lendco during such period under the loan incurred

by Lendco to fund the JQH Line of Credit, less (b) all amounts incurred

(including all interest charges accrued) by the JQH Borrower during such period

under the JQH Line of Credit.

"LIMITED PARTNER" means the Hammons Limited Partners and any additional

Person that is admitted as a limited partner in accordance with this Agreement

from time to time to the Partnership and is listed on Exhibit A attached hereto,

as such Exhibit A may be amended from time to time, and any Substituted Limited

Partner or Additional Limited Partner, each shown as such in the books and

records of the Partnership, in such Person's capacity as a limited partner in

the Partnership.

"LIMITED PARTNER INTEREST" means a Partnership Interest of a Limited

Partner in the Partnership representing a fractional part of the Partnership

Interests of all Limited Partners and includes any and all benefits to which the

holder of such a Partnership Interest may be entitled as provided in this

Agreement, together with all obligations of such Person to comply with the terms

and provisions of this Agreement. A Limited Partner Interest may be expressed as

a number of Partnership Common Units, Hammons Preferred Units or other

Partnership Units.

"LIQUIDATING EVENT" has the meaning set forth in Section 13.1 hereof.

"LIQUIDATION COMMENCEMENT DATE" has the meaning set forth in Section

15.1(b) hereof.

"LIQUIDATION COMPLETION DEADLINE" has the meaning set forth in Section

15.1(b) hereof.

<PAGE>

"LIQUIDATION NOTICE" has the meaning set forth in Section 15.1(a) hereof.

"LIQUIDATION NOTICE DATE" means the first Business Day following the

earlier to occur of (i) the death of JQH at any time after the first month

following the seventh anniversary of the Effective Date (the "JQH LIQUIDATION

NOTICE DATE") and (ii) the Calendar Liquidation Notice Date.

"LIQUIDATION RIGHT" has the meaning set forth in Section 15.1(a) hereof.

"LIQUIDATION VALUE" means an amount equal to (a) the gross proceeds that

would be received from the sale of all of the Properties in connection with the

liquidation and winding up of the Partnership in an orderly transaction (or

series of transactions) designed to maximize the proceeds therefrom, as between

a willing buyer and a willing seller, both in possession of reasonable knowledge

of all relevant facts, with neither party being under any compulsion to act or

not to act, in an arm's-length transaction, taking into account all relevant

factors determinative of value less (b) an amount equal to 2.25% of such

proceeds, less (c) Net Debt, provided that Liquidation Value shall be determined

without taking into account the Management Agreement or any Undistributed

Operating Cash.

"LIQUIDATOR" has the meaning set forth in Section 13.2(a) hereof.

"LOC DEFAULT" means any material default by the JQH Borrower under the JQH

Line of Credit to the extent not cured within the applicable time period

therefor as provided therein.

"MANAGEMENT AGREEMENT" has the meaning set forth in Section 8.3 hereof.

"MAJORITY APPROVAL OF THE PARTNERS" means the Approval of a Majority in

Interest of the Partners, which Approval shall be obtained prior to the taking

of any action for which it is required by this Agreement and, except as

otherwise provided in this Agreement, may be given or withheld by a Majority in

Interest of the Partners, in their reasonable discretion; provided that if any

such action adversely affects only certain classes or series of Partnership

Units, "APPROVAL OF THE PARTNERS" means the Approval of a Majority in Interest

of the Partners of the affected classes or series of Partnership Units.

"MAJORITY IN INTEREST OF THE PARTNERS" means Partners holding more than

fifty percent (50%) of the number of all outstanding Partnership Units entitled

to Approval of or withhold Approval from a proposed action.

"NET DEBT" means, as of the applicable Partnership Record Date, an amount

equal to (a) the outstanding amount of indebtedness for borrowed money of the

Partnership and its Subsidiaries (it being understood that the amounts of such

indebtedness of such Subsidiaries shall be counted for this purpose only to the

extent of the Partnership's interest in such Subsidiaries), less (b) the

aggregate amount of Cash of the Partnership and its Subsidiaries (it being

understood that the amounts of Cash of such Subsidiaries shall be counted for

this purpose only to the extent of the Partnership's interest in such

Subsidiaries).

"NET INCOME" or "NET LOSS" means, for each Partnership Year of the

Partnership, an amount equal to the Partnership's taxable income or loss for

such year (treating, for avoidance of doubt, any amounts paid by the Partnership

pursuant to the Tax Indemnity Agreement as items of expense in calculating the

Partnership's taxable income), determined in accordance with Code Section 703(a)

(for this purpose, all items of income, gain, loss or deduction required to be

stated separately pursuant to Code Section 703(a)(1) shall be included in

taxable income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from Federal income

tax and not otherwise taken into account in computing Net Income (or Net

Loss) pursuant to this definition of "Net Income" or "Net Loss" shall be

added to (or subtracted from, as the case may be) such taxable income (or

loss);

(b) Any expenditure of the Partnership described in Code Section

705(a)(2)(b) or treated as a Code Section 705(a)(2)(b) expenditure

pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise

taken into account in computing Net Income (or Net Loss) pursuant to this

definition of "Net

<PAGE>

Income" or "Net Loss," shall be subtracted from (or added to, as the case

may be) such taxable income (or loss);

is adjusted pursuant to subsection (b) or subsection (c) of the definition

of "Gross Asset Value," the amount of such adjustment shall be taken into

account as gain or loss from the disposition of such asset for purposes of

computing Net Income or Net Loss;

(d) Gain or loss resulting from any disposition of property with

respect to which gain or loss is recognized for Federal income tax

purposes shall be computed by reference to the Gross Asset Value of the

property disposed of, notwithstanding that the adjusted tax basis of such

property differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization and other cost

recovery deductions that would otherwise be taken into account in

computing such taxable income or loss, there shall be taken into account

Tax Depreciation for such Partnership Year;

(f) To the extent that an adjustment to the adjusted tax basis of

any Partnership Property pursuant to Code Section 734(b) or Code Section

743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4)

to be taken into account in determining Capital Accounts as a result of a

distribution other than in liquidation of a Partner's interest in the

Partnership, the amount of such adjustment shall be treated as an item of

gain (if the adjustment increases the basis of the asset) or loss (if the

adjustment decreases the basis of the asset) from the disposition of the

asset and shall be taken into account for purposes of computing Net Income

or Net Loss; and

(g) Notwithstanding any other provision of this definition of "Net

Income" or "Net Loss," any item that is specially allocated pursuant to

Section 6.3 hereof shall not be taken into account in computing Net Income

or Net Loss. The amounts of the items of Partnership income, gain, loss or

deduction available to be specially allocated pursuant to Section 6.3

hereof shall be determined by applying rules analogous to those set forth

in this definition of "Net Income" or "Net Loss."

"NET WORTH" means an amount equal to the greater of (a) Liquidation Value

and (b) Going Concern Value; provided that Net Worth shall mean (i) an amount

equal to the sum of the capital accounts as of the Effective Time of the General

Partner and the Hammons Limited Partners during the twelve-month period

commencing on the Effective Date and (ii) Liquidation Value during the

twelve-month period immediately preceding the Liquidation Completion Deadline.

"NET WORTH THRESHOLD" means (a) until the earlier to occur of such time as

(i) the Liquidation Notice is delivered in accordance with Section 15.1 (the

"LIQUIDATION NOTICE DELIVERY") and (ii) it has been reasonably established that

TRS has terminated the Management Agreement in violation of the terms thereunder

(any such termination so established, a "WRONGFUL TERMINATION EVENT"), an amount

equal to $425 million, and (b) after the earlier to occur of (i) the Liquidation

Notice Delivery and (ii) a Wrongful Termination Event, an amount equal to $500

million; provided that after any of the Early Liquidity Units have been

purchased pursuant to Section 15.3, Net Worth Threshold shall mean (a) until the

earlier to occur of (i) the Liquidation Notice Delivery and (ii) a Wrongful

Termination Event, an amount equal to (A) $425 million, less (B) the product of

$425 million, multiplied by the quotient of (1) the aggregate amount, if any, of

the Early Liquidity Price paid prior to such time by the Partnership and the

Required Holders pursuant to Section 15.3 upon purchase of the Early Liquidity

Units thereunder, divided by (2) $335 million, and (b) after the earlier to

occur of (i) the Liquidation Notice Delivery and (ii) a Wrongful Termination

Event, an amount equal to (A) $500 million, less (B) the product of $500

million, multiplied by the quotient of (1) the aggregate amount, if any, of the

Early Liquidity Price paid prior to such time by the Partnership and the

Required Holders pursuant to Section 15.3 upon purchase of the Early Liquidity

Units thereunder, divided by (2) $335 million.

"NEUTRAL EXPERT" means (i) in the case of a disagreement with respect to

the determination of Operating Cash, Available Closing Cash or Other Cash,

[____________] or such other nationally recognized, independent public

accounting firm to which the General Partner and the Hammons Representative may

agree in writing, (ii) in

<PAGE>

the case of a disagreement with respect to the determination of the Going

Concern Value, [____________] or such other independent, nationally recognized

investment banking firm to which the General Partner and the Hammons

Representative may agree in writing and (iii) in the case of a disagreement with

respect to the determination of the Liquidation Value, [____________] or such

other independent, nationally recognized real estate appraisal or valuation firm

to which the General Partner and the Hammons Representative may agree in

writing.(1)

"NEW JQH LLC" means John Q. Hammons Hotels Management, LLC, a limited

liability company formed under the laws of the state of Delaware, and party to

the Management Agreement.

"NONRECOURSE DEDUCTIONS" has the meaning set forth in Regulations Section

1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year

shall be determined in accordance with the rules of Regulations Section

1.704-2(c).

"NONRECOURSE LIABILITY" has the meaning set forth in Regulations Section

1.752-1(a)(2).

"NOTE DEFICIENCY" has the meaning set forth in Section 4.5 hereof.

"NOTE DEFICIENCY CAPITAL CONTRIBUTION" has the meaning set forth in

Section 4.5 hereof.

"NOTE DEFICIENCY NOTICE" has the meaning set forth in Section 4.5 hereof.

"NOTES" has the meaning set forth in Section 4.5 hereof.

"OPERATING CASH" means, with respect to any fiscal quarter for which such

calculation is being made, an amount equal to the Cash Flow generated for such

fiscal quarter, less the Required Reserve for such fiscal quarter.

"OTHER CASH" means, as of the applicable Partnership Record Date, the

aggregate amount of all Cash of the Partnership and its Subsidiaries, other than

Available Closing Cash and Undistributed Operating Cash.

"OTHER LIMITED PARTNERS" means all of the Limited Partners other than the

Hammons Limited Partners.

"PARTNER" means the General Partner or a Limited Partner, and "PARTNERS"

means the General Partner and the Limited Partners.

"PARTNER MINIMUM GAIN" means an amount, with respect to each Partner

Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if

such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,

determined in accordance with Regulations Section 1.704-2(i)(3).

"PARTNER NONRECOURSE DEBT" has the meaning set forth in Regulations

Section 1.704-2(b)(4).

"PARTNER NONRECOURSE DEDUCTIONS" has the meaning set forth in Regulations

Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with

respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined

in accordance with the rules of Regulations Section 1.704-2(i)(2).

"PARTNERSHIP" means the limited partnership formed and continued under the

Act and pursuant to the Prior Agreement, this Agreement, and any amendments

thereto.

"PARTNERSHIP COMMON UNIT" means a fractional share of the Partnership

Interests that the General Partner has authorized pursuant to Article IV hereof

that has the rights and obligations specified with respect to Partnership

--------

(1) Mr. Hammons to propose Neutral Experts. As of the Effective Date, each

selected Neutral Expert will have entered into an agreement with the

Partners providing that such Neutral Expert has not had, does not have,

and will not have (other than to serve as a Neutral Expert) a business

relationship with the Partnership, the General Partner, JQH, or any of the

Hammons Limited Partners.

<PAGE>

Common Units in this Agreement, but does not include any Hammons Preferred Unit

or any other Hammons Preferred Units specified in a Partnership Unit Designation

as being other than a Partnership Common Unit; provided, however, that the

General Partner Interest and the Limited Partner Interests shall have the

differences in rights and privileges as specified in this Agreement.

"PARTNERSHIP INTEREST" means an ownership interest in the Partnership

representing a Capital Contribution by either a Limited Partner or the General

Partner and includes any and all benefits to which the Holder of such a

Partnership Interest may be entitled as provided in this Agreement, together

with all obligations of such Person to comply with the terms and provisions of

this Agreement. The Partnership Interest of each Partner shall be expressed as a

number of Partnership Common Units or Hammons Preferred Units or other

Partnership Units and shall be evidenced by a Partnership Unit Certificate.

"PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Regulations

Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as

any net increase or decrease in Partnership Minimum Gain, for a Partnership Year

shall be determined in accordance with the rules of Regulations Section

1.704-2(d).

"PARTNERSHIP RECORD DATE" means the record date established by the General

Partner from time to time for the Distribution of Operating Cash, Closing Cash

or Other Cash pursuant to Section 5.1.

"PARTNERSHIP REDEMPTION DATE" means the first Business Day following the

death of JQH.

"PARTNERSHIP REDEMPTION NOTICE" has the meaning set forth in Section

15.2(a) hereof.

"PARTNERSHIP REDEMPTION RIGHT" has the meaning set forth in Section

15.2(a) hereof.

"PARTNERSHIP UNIT" shall mean a Partnership Common Unit, a Hammons

Preferred Unit or any other fractional share of the Partnership Interests that

the General Partner has authorized or may authorize pursuant to Section 4.1 or

Section 4.2 or Section 4.3 hereof. The ownership of Partnership Units shall be

evidenced by Partnership Unit Certificates.

"PARTNERSHIP UNIT CERTIFICATE" means a certificate for Partnership Common

Units, Hammons Preferred Units or any other Partnership Units issued in the form

attached hereto as Exhibit D or such other certificate issued by the Partnership

to evidence a Partnership Unit.

"PARTNERSHIP UNIT DESIGNATION" has the meaning set forth in Section 4.2(a)

hereof.

"PARTNERSHIP YEAR" means the fiscal year of the Partnership.

"PERCENTAGE INTEREST" means, as to each Partner, its interest in the

Partnership Units, as determined by dividing the Partnership Units owned by such

Partner by the aggregate number of Partnership Units then outstanding.

"PERMITTED TRANSFER" has the meaning set forth in Section 11.3(a) hereof.

"PERSON" means an individual or a corporation, partnership, trust,

unincorporated organization, association, limited liability company or other

entity.

"PREFERRED ALLOCATIONS PERCENTAGE" means, as of any time, a fraction,

expressed as a percentage, (a) the numerator of which is equal to the product of

2.5, multiplied by the aggregate number of all Hammons Preferred Units

outstanding as of such time, and (b) the denominator of which is equal to the

aggregate number of all Partnership Units outstanding as of such time.

"PREFERRED REDEMPTION PRICE" means an amount equal to the balance, if any,

of the positive Capital Account balances of the Hammons Limited Partners, after

giving effect to all contributions, distributions and allocations for all

periods, including the effects of a Book-up of Capital Accounts, but no less

than the Capital

<PAGE>

Accounts shown for Hammons Preferred Units (other than the Hammons Preferred

Units purchased by the Partnership or the Required Holders pursuant to Section

15.3) as of the Effective Time on Exhibit A.

"PRIOR AGREEMENT" has the meaning set forth in the Introduction hereof.

"PROPERTIES" means all of the assets and properties of the Partnership and

its Subsidiaries, including, without limitation, interests in real property and

personal property, including, without limitation, fee interests, leasehold

interests, interests in ground leases, easements and rights of way, air rights,

surface rights, subsurface rights, interests in limited liability companies,

joint ventures, partnerships or other entities, interests in mortgages, and Debt

instruments as the Partnership may hold from time to time, and "PROPERTY" shall

mean any one such asset or property.

"PROTECTED PROPERTIES" has the meaning set forth in the Tax Indemnity

Agreement.

"PUBLICLY TRADED" means listed or admitted to trading on any U.S. national

securities exchange or the NASDAQ Stock Market's National Market System.

"QUALIFIED INDEPENDENT CONTRACTOR" means a company (i) regularly engaged

in managing at least two Qualified Lodging Facilities for a Person who is not

related (within the meaning of Code Section 856(d)(9)(F)) to any Taxable REIT

Subsidiary, to iStar or to any other REIT which has made a taxable REIT

subsidiary election with such Taxable REIT Subsidiary, and (ii) from which iStar

and any other such REIT receives no income.

"QUALIFIED LODGING FACILITY" means a hotel, motel or other establishment

more than one-half of the dwelling units in which are used on a transient basis,

including customary amenities and facilities operated as part of, or associated

with, the lodging facility, so long as such amenities and facilities are

customary for other properties of a comparable size and class owned by other

unrelated owners, and where no wagering activities are conducted at or in

connection with such facility by any Person who is engaged in the business of

accepting wagers and who is legally authorized to engage in such business at or

in connection with such facility, as more fully defined under Code Section

856(d)(9)(D).

"QUALIFIED REFINANCING DEBT" means, as of any time, any new or refinanced

Debt of the Partnership or any Subsidiary of the Partnership, to the extent that

the sum of (a) the original principal amount of such new or refinanced Debt and

(b) the aggregate amount of all other outstanding Debt of the Partnership and

its Subsidiaries (including all accrued (but unpaid) interest on such

outstanding Debt) immediately after the incurrence of such new or refinanced

Debt does not exceed the sum of (x) the aggregate amount of all of the Debt of

the Partnership and its Subsidiaries outstanding as of the Effective Date

(including all accrued (but unpaid) interest on such outstanding Debt), less the

aggregate amount, if any, of Allocated Property-Level Debt of the Properties set

forth on Exhibit B that have been sold (other than in connection with a Code

Section 1031 transaction) after the Effective Date through such time, less the

amount, if any, by which the aggregate amount of Allocated Property-Level Debt

of the Properties set forth on Exhibit B that have been disposed of after the

Effective Date through such time in connection with a Code Section 1031

transaction exceeds the aggregate amount of Debt secured by the replacement

properties acquired in exchange for such Properties and (y) the aggregate amount

of all costs and expenses associated with the incurrence of such new or

refinanced Debt, including, without limitation, any prepayment penalties,

premiums (including any tender premiums) or "make whole" amounts payable in

connection with the incurrence of such new or refinanced Debt, provided that in

the case of the incurrence of any new or refinanced Debt in connection with the

refinancing of the Notes, for purposes of this clause (y), the aggregate amount

of all tender premiums payable in connection with any such refinancing (the

"TENDER PREMIUMS") shall not exceed $25 million, unless the aggregate amount of

savings in interest payments resulting from the incurrence of such new Debt

(calculated over a ten-year period, commencing on the date of such incurrence,

and without taking into account the time value of such savings) is greater than

the amount by which the Tender Premiums exceed the redemption premiums

applicable as of such time (or in the absence of premiums that are applicable as

of such time, the redemption premiums next applicable) under Section 3.07(c) of

the Indenture.

"QUALIFIED TRANSFEREE" means any Person, other than (a) any natural person

who has been convicted of a felony or any crime involving moral turpitude, in

each case, within the five-year period prior to the time of the applicable

Transfer and (b) any Person that is not a natural person, whose controlling

equity holder, chairman or

<PAGE>

chief executive officer or similar officer has been convicted of a felony or any

crime involving moral turpitude, in each case, within the five-year period prior

to the time of the applicable Transfer.

"QUALIFYING TENANT" has the meaning set forth in Section 3.5.

"RECAPTURE INCOME" means income that is characterized as ordinary income

pursuant to Code Sections 1245 or 1250.

"REGULATIONS" means the income tax regulations under the Code, whether

such regulations are in proposed, temporary or final form, as such regulations

may be amended from time to time (including corresponding provisions of

succeeding regulations).

"REGULATORY ALLOCATIONS" has the meaning set forth in Section 6.3(b)

(viii) hereof.

"REIT" means a "real estate investment trust" as defined under Code

Section 856.

"REIT PARTNER" means a REIT which is a Partner or which directly or

indirectly owns a Partner.

"REIT STATUS" means qualification as a "real estate investment trust"

within the meaning of Code Section 856(a).

"REMAINING EARLY LIQUIDITY PRICE" means, as of any time, an amount equal

to (a) the Early Liquidity Price, less (b) the aggregate amount, if any, of the

Early Liquidity Price paid prior to such time by the Partnership and the

Required Holders pursuant to Section 15.3 upon purchase of the Early Liquidity

Units thereunder.

"REQUIRED HOLDERS" has the meaning set forth in Section 15.3(b).

"REQUIRED RESERVE" means an amount equal to 5.0% of Gross Revenues through

the seventh anniversary of the Effective Date and 5.5% of Gross Revenues

thereafter.

"REVERSE CODE SECTION 704(c) GAIN" means any item affecting the

computation of taxable income that is subject to a special allocation after a

Book-up pursuant to Regulations Section 1.704-1(b)(4)(i).

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended, and the

rules and regulations of the SEC promulgated thereunder.

"SOLE AND ABSOLUTE DISCRETION" has the meaning set forth in Section 7.8.

"STIPULATED FIRST YEAR NET WORTH" has the meaning set forth in Section

5.4.

"SUBSIDIARY" means, with respect to any Person, any corporation, limited

liability company, partnership, association or other business entity of which

(i) if a corporation, a majority of the total voting power of shares of stock

entitled (without regard to the occurrence of any contingency) to vote in the

election of directors, managers or trustees thereof is at the time owned or

controlled, directly or indirectly, by that Person or one or more of the other

Subsidiaries of that Person or a combination thereof or (ii) if a limited

liability company, partnership, association or other business entity (other than

a corporation), (x) a majority of the partnership or other similar ownership

interests thereof is at the time owned or controlled, directly or indirectly, by

that Person or one or more Subsidiaries of that Person or a combination thereof,

and for this purpose, a Person or Persons own a majority ownership interest in

such a business entity (other than a corporation) if such Person or Persons

shall be allocated a majority of such business entity's gains or losses or (y)

that Person shall be or control any managing director or general partner

controlling such business entity (other than a corporation).

<PAGE>

"SUBSTITUTED LIMITED PARTNER" means a Person who is admitted as a Limited

Partner to the Partnership pursuant to Section 11.4 hereof.

"TARGET PARTICIPATION AMOUNT" means the greater of (a) the excess, if any,

of the cumulative amounts credited to the Capital Accounts of the Holders of

Hammons Preferred Units after the Effective Time (other than pursuant to Section

6.2(b)(i)) over the cumulative amounts debited against such Holders' Capital

Accounts after the Effective Time and (b) 5% of the first $100 million of

Appreciation and 3% of all Appreciation in excess of $100 million, where

"APPRECIATION" equals the difference (only if positive) derived by subtracting

the Threshold Value from the Special Liquidation Value. For this purpose, (i)

"THRESHOLD VALUE" equals the sum of (A) (x) the Initial Value grown at 0.125%

per month, but compounded annually, from the Effective Date through the last

valuation date prior to the delivery of the Liquidation Notice, reduced by (y)

previously Distributed Closing Cash, plus (B) the Special Capital Contributions,

with each related Capital Contribution (and related transaction costs) grown at

0.67% per month, but compounded annually, from the date on which such Capital

Contribution was made through the last valuation date prior to the delivery of

the Liquidation Notice; (ii) "SPECIAL LIQUIDATION VALUE" equals the Liquidation

Value as determined most recently prior to the delivery of the Liquidation

Notice; (iii) "INITIAL VALUE" equals the sum of the Debt of the Partnership and

its Subsidiaries as of the Effective Time and the Capital Accounts balances of

the Partners as of the Effective Time as set forth on Exhibit A; and (iv)

"SPECIAL CAPITAL CONTRIBUTIONS" equals the aggregate amount of Capital

Contributions made after the Effective Time and all transactions costs related

thereto.

"TAXABLE REIT SUBSIDIARY" means any entity treated as a corporation under

the Code which (i) to the extent it is a lessee of any lodging facility, leases

only Qualified Lodging Facilities which are managed by a Qualified Independent

Contractor, (ii) which executes an election on the applicable IRS form with

iStar and such other REITs as they so request to be treated as a "taxable REIT

subsidiary" thereof for purposes of Code Section 856, and (iii) which is not

engaged in managing any lodging facilities or health care facilities within the

meaning of Code Section 856(l)(4).

"TAX DEPRECIATION" means, for each Partnership Year or other applicable

period, an amount equal to the Federal income tax depreciation, amortization or

other cost recovery deduction allowable with respect to an asset for such year

or other period, except that if the Gross Asset Value of an asset differs from

its adjusted basis for Federal income tax purposes at the beginning of such year

or other period, Tax Depreciation shall be in an amount that bears the same

ratio to such beginning Gross Asset Value as the Federal income tax

depreciation, amortization or other cost recovery deduction for such year or

other period bears to such beginning adjusted tax basis; provided, however, that

if the Federal income tax depreciation, amortization or other cost recovery

deduction for such year or period is zero, Tax Depreciation shall be determined

with reference to such beginning Gross Asset Value using any reasonable method

selected by the General Partner.

"TAX INDEMNITY AGREEMENT" means the Tax Indemnity Agreement, dated as of

the Effective Date, by and among JQH, the Hammons Limited Partners and the

Partnership.

"TAX ITEMS" has the meaning set forth in Section 6.4(a) hereof.

"TRS" means [____________], a wholly-owned subsidiary of the Partnership.

"TENDER PREMIUMS" has the meaning set forth in the definition of

"Qualified Refinancing Debt."

"TRANSACTION AGREEMENT" means the Amended and Restated Transaction

Agreement, dated as of June [__], 2005, by and among JD Holdings, LLC, a

Delaware limited liability company, JQH Acquisition, LLC, a Delaware limited

liability company, JQH, JQH Trust, Hammons, Inc. and John Q. Hammons Hotels,

Inc., a Delaware corporation, as the same may be amended, supplemented or

otherwise modified from time to time in accordance with its terms.

"TRANSFER" means any sale, assignment, bequest, conveyance, devise, gift

(outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange,

transfer or other disposition (whether by merger, consolidation or otherwise) or

act of alienation, whether voluntary or involuntary, or by operation of law;

provided, however, that

<PAGE>

when the term is used in Article 11 hereof, "TRANSFER" does not include (a) any

redemption of Hammons Preferred Units by the Partnership, or acquisition of

Hammons Preferred Units by the General Partner or any of its Affiliates,

pursuant to Article 15 or (b) any redemption of Partnership Units pursuant to

any Partnership Unit Designation. The terms "TRANSFERRED" and "TRANSFERRING"

have correlative meanings.

"TRANSFER PROVISIONS" has the meaning set forth in Section 11.7.

"TRUSTEE" has the meaning set forth in Section 4.5 hereof.

"UNDISTRIBUTED CLOSING CASH" means, as of the applicable Partnership

Record Date, the aggregate amount of Closing Cash that remains available for

distribution pursuant to Section 5.1(a)(ii).

"UNDISTRIBUTED OPERATING CASH" means, as of the applicable Partnership

Record Date, the aggregate amount of Operating Cash that remains available for

distribution pursuant to Section 5.1(a)(i).

ARTICLE 2

ORGANIZATIONAL MATTERS

Section 2.1 Continuation of Partnership. The Partnership is a limited

partnership heretofore formed and continued pursuant to the provisions of the

Act and upon the terms and subject to the conditions set forth in this

Agreement. Except as expressly provided herein to the contrary, the rights and

obligations of the Partners and the administration and termination of the

Partnership shall be governed by the Act. The Partnership Interest of each

Partner shall be personal property for all purposes.

Section 2.2 Name. The name of the Partnership shall be changed, as of the

Effective Time, from "John Q. Hammons Hotels, L.P." to "Atrium Hotels, L.P.";

provided that in the event that the Indenture or any of the related security

agreements prohibit such a name change, such name change shall be effected no

later than 30 days after such time as all such prohibitions, if any, cease to be

effective. The Partnership's business may be conducted under any other name or

names deemed advisable by the General Partner, including the name of the General

Partner or any Affiliate thereof. The words "Limited Partnership," "L.P.,"

"Ltd." or similar words or letters shall be included in the Partnership's name

where necessary for the purposes of complying with the laws of any jurisdiction

that so requires. The General Partner in its Sole and Absolute Discretion may

change the name of the Partnership at any time and from time to time and shall

notify the Limited Partners in writing of such change no later than 30 days

after any such change. Notwithstanding the foregoing, except with respect to the

name, "JQH Acquisition LLC" and except as provided in the Management Agreement

or in connection with any filings made under the Securities Act and subject to

the requirements under the Indenture or any of the related security agreements,

without the Consent of the Hammons Limited Partners, the Partnership, the

General Partner and its Affiliates and Subsidiaries shall not use the names

"Hammons," or "John Q. Hammons," or the initials "JQH" in any of their

activities, promotions, brochures, stationery, products, or any other respect

and shall not use any such name or names in any business context.

Section 2.3 Registered Office and Agent; Principal Office. The address of

the registered office of the Partnership in the State of Delaware is 1013 Centre

Road, Wilmington, Delaware 19805, and the registered agent for service of

process on the Partnership in the State of Delaware at such registered office is

The Corporation Service Company. The principal office of the Partnership is

located at [________________________________], or such other place as the

General Partner may from time to time designate by notice to the Limited

Partners. The Partnership may maintain offices at such other place or places

within or outside the State of Delaware as the General Partner deems advisable.

Section 2.4 Power of Attorney.

(a) Subject to the limitations of Section 14.2, each Limited Partner

and Assignee hereby constitutes and appoints the General Partner, any

Liquidator, and authorized officers and attorneys-in-fact of each, and

each of those acting singly, in each case with full power of substitution

to act in good faith as its true and lawful agent and attorney-in-fact,

with full power and authority in its name, place and stead to:

<PAGE>

(i) execute, swear to, seal, acknowledge, deliver, file and

record in the appropriate public offices (a) all certificates,

documents and other instruments (including, without limitation, this

Agreement and the Certificate and all amendments, supplements or

restatements thereof) that the General Partner or the Liquidator

deems appropriate or necessary to form, qualify or continue the

existence or qualification of the Partnership as a limited

partnership (or a partnership in which the limited partners have

limited liability to the extent provided by applicable law) in the

State of Delaware and in all other jurisdictions in which the

Partnership may conduct business or own property; (b) all

instruments that the General Partner deems appropriate or necessary

to reflect any amendment, change, modification or restatement of

this Agreement in accordance with its terms; (c) all conveyances and

other instruments or documents that the General Partner or the

Liquidator, as the case may be, deems appropriate or necessary to

reflect the dissolution and liquidation of the Partnership pursuant

to the terms of this Agreement, including, without limitation, a

certificate of cancellation; and (d) all instruments relating to the

Capital Contribution of any Partner or the admission, withdrawal,

removal or substitution of any Partner made pursuant to the terms of

this Agreement; and

(ii) execute, swear to, acknowledge and file the ballots,

consents, approvals, waivers, certificates and other instruments

appropriate or necessary to make, evidence, give, confirm or ratify

any vote, consent, approval, agreement or other action that is made

or given by the Partners hereunder or is consistent with the terms

of this Agreement or appropriate or necessary to effectuate the

terms or intent of the parties to this Agreement.

Nothing contained herein shall be construed as authorizing the General Partner

to (A) amend this Agreement except in accordance with Section 14.2 hereof or as

may be otherwise expressly provided for in this Agreement or (B) limit in any

manner the right of the Hammons Limited Partners to consent to the actions

specified herein that require the Consent of the Hammons Limited Partners.

(b) The foregoing power of attorney is hereby declared to be

irrevocable and a power coupled with an interest, in recognition of the

fact that each of the Partners and Assignees will be relying upon the

power of the General Partner to act as contemplated by this Agreement in

any filing or other action by it on behalf of the Partnership, and it

shall survive and not be affected by the subsequent Incapacity of any

Limited Partner or Assignee and the Transfer of all or any portion of such

Person's Partnership Interest and shall extend to such Person's heirs,

successors, assigns and personal representatives. Each Limited Partner

shall execute and deliver to the General Partner or the Liquidator, within

fifteen (15) days after receipt of the General Partner's or the

Liquidator's request therefor, such further designation, powers of

attorney and other instruments as the General Partner or the Liquidator,

as the case may be, deems necessary to effectuate this Agreement and the

purposes of the Partnership. Notwithstanding anything else set forth in

this Section 2.4(b), no Limited Partner shall incur any personal liability

for any action of the General Partner or the Liquidator taken under such

power of attorney.

Section 2.5 Term. The term of the Partnership commenced on September 5,

1989, the date that the original Certificate was filed in the office of the

Secretary of State of Delaware in accordance with the Act, and shall continue

indefinitely(2) unless the Partnership is dissolved sooner pursuant to the

provisions of Article 13 hereof or as otherwise provided by law.

ARTICLE 3

PURPOSE

Section 3.1 Purpose and Business. The purpose and nature of the

Partnership is to conduct any business, enterprise or activity permitted by or

under the Act, including, without limitation, (i) to conduct the business of

ownership, construction, reconstruction, development, redevelopment, alteration,

improvement, maintenance, operation, sale, leasing, transfer, encumbrance,

conveyance and exchange of the Properties, (ii) to

--------------------

(2) Need to review Certificate and conform term to Certificate (or change the

term in the Certificate).

<PAGE>

enter into any partnership, joint venture, business trust arrangement, limited

liability company or other similar arrangement to engage in any business

permitted by or under the Act, or to own interests in any entity engaged in any

business permitted by or under the Act, (iii) to conduct the business of

providing property and asset management, whether directly or through one or more

partnerships, joint ventures, Subsidiaries, business trusts, limited liability

companies or similar arrangements, and (iv) to do anything necessary or

incidental to the foregoing.

Section 3.2 Powers. Subject to Section 7.3, the Partnership shall have all

powers necessary or desirable to accomplish the purposes set forth in Section

3.1. In connection with, and without limiting the generality of, the foregoing,

subject to the terms and conditions of this Agreement, (a) the Partnership shall

have full power and authority to enter into, perform and carry out contracts of

any kind, to borrow and lend money and to issue evidence of indebtedness,

whether or not secured by mortgage, deed of trust, pledge or other lien and,

directly or indirectly, to acquire and construct additional Properties

necessary, useful or desirable in connection with its business; and (b) the

Partnership shall have full power and authority to do any and all other acts and

things necessary, appropriate, proper, advisable, incidental to or convenient

for the furtherance and accomplishment of the purposes and business described

herein and for the protection and benefit of the Partnership.

Section 3.3 Partnership Only for Purposes Specified. This Agreement shall

not be deemed to create a company, venture or partnership between or among the

Partners or any other Persons with respect to any activities whatsoever other

than the activities within the purposes of the Partnership as specified in

Section 3.1 hereof. Except as otherwise provided in this Agreement, no Partner

shall have any authority to act for, bind, commit or assume any obligation or

responsibility on behalf of the Partnership, its properties or any other

Partner. No Partner, in its capacity as a Partner under this Agreement, shall be

responsible or liable for any indebtedness or obligation of another Partner, nor

shall the Partnership be responsible or liable for any indebtedness or

obligation of any Partner, incurred either before or after the execution and

delivery of this Agreement by such Partner, except as to those responsibilities,

liabilities, indebtedness or obligations incurred pursuant to and as limited by

the terms of this Agreement and the Act.

Section 3.4 Representations and Warranties by the Partners.

(a) Each Partner that is a natural person (including, without

limitation, each Additional Limited Partner or Substituted Limited Partner

as a condition to becoming an Additional Limited Partner or a Substituted

Limited Partner) represents and warrants to, and covenants with, each

other Partner that (i) the consummation of the transactions contemplated

by this Agreement to be performed by such Partner will not result in a

breach or violation of, or a default under, any material agreement by

which such Partner or any of such Partner's property to be contributed is

bound, or any statute, regulation, order or other law to which such

Partner is subject, (ii) such Partner is neither a "foreign person" within

the meaning of Code Section 1445(f) nor a "foreign partner" within the

meaning of Code Section 1446(e), and (iii) such Partner does not, and for

so long as it is Partner will not, own, directly, indirectly or

Constructively, any interest in any REIT that would cause any items of

rental income of any of the General Partner and any of its future

Affiliates, or of the Hammons Limited Partners or any successor thereto

directly or indirectly owned by a REIT, who makes a determination to elect

to have REIT Status or issues securities to any REIT or REIT subsidiary,

to fail any requirement for being treated as "rents from real property"

within the meaning of Code Section 856(d).

(b) Each Partner that is not a natural person (including, without

limitation, each Additional Limited Partner or Substituted Limited Partner

as a condition to becoming an Additional Limited Partner or a Substituted

Limited Partner) represents and warrants to, and covenants with, each

other Partner that (i) all transactions contemplated by this Agreement to

be performed by it have been duly authorized by all necessary action,

including, without limitation, that of its general partner(s),

committee(s), trustee(s), beneficiaries, directors and/or shareholder(s)

(as the case may be) as required, (ii) the consummation of such

transactions shall not result in a breach or violation of, or a default

under, its partnership or operating agreement, trust agreement, charter or

bylaws (as the case may be) any material agreement by which such Partner

or any of such Partner's properties or any of its partners, members,

beneficiaries, trustees or shareholders (as the case may be) is or are

bound, or any statute, regulation, order or other law to which such

Partner or any of its partners, members, trustees, beneficiaries or

shareholders (as the case may be) is or are subject, (iii) such Partner is

neither a "foreign person" within the meaning of Code Section 1445(f)

<PAGE>

nor a "foreign partner" within the meaning of Code Section 1446(e) and

(iv) such Partner does not, and for so long as it is Partner will not,

own, directly, indirectly or Constructively, any interest in any REIT that

would cause any items of rental income of any of the General Partner and

any of its future Affiliates, or of the Hammons Limited Partners or any

successor thereto directly or indirectly owned by a REIT, who makes a

determination to elect to have REIT Status or issues securities to any

REIT or REIT subsidiary, to fail any requirement for being treated as

"rents from real property" within the meaning of Code Section 856(d).

Limited Partner as a condition to becoming a Substituted Limited Partner)

represents, warrants and agrees that it has acquired and continues to hold

its interest in the Partnership for its own account for investment

purposes only and not for the purpose of, or with a view toward, the

resale or distribution of all or any part thereof, and not with a view

toward selling or otherwise distributing such interest or any part thereof

at any particular time or under any predetermined circumstances. Each

Partner further represents and warrants that it is a sophisticated

investor, able and accustomed to handling sophisticated financial matters

for itself, particularly real estate investments, and that it has a

sufficiently high net worth that it does not anticipate a need for the

funds that it has invested in the Partnership in what it understands to be

a highly illiquid investment.

(d) The representations and warranties contained in Sections 3.4(a),

3.4(b) and 3.4(c) hereof shall survive the execution and delivery of this

Agreement by each Partner (and, in the case of an Additional Limited

Partner or a Substituted Limited Partner, the admission of such Additional

Limited Partner or Substituted Limited Partner as a Limited Partner in the

Partnership) and the dissolution, liquidation and termination of the

Partnership.

(e) Each Partner (including, without limitation, each Substituted

Limited Partner as a condition to becoming a Substituted Limited Partner)

hereby acknowledges that no representations as to potential profit, cash

flows, funds from operations or yield, if any, in respect of the

Partnership or the General Partner have been made by any Partner or any

employee or representative or Affiliate of any Partner, and that

projections and any other information, including, without limitation,

financial and descriptive information and documentation, that may have

been in any manner submitted to such Partner shall not constitute any

representation or warranty of any kind or nature, express or implied.

Section 3.5 Compliance with REIT Provisions. So long as iStar has any

interest in the Partnership, whether as a pledgee of Partnership Units, as a

Partner, or by means of a participation or other direct or indirect beneficial

interest in Partnership profits or distributions, the Partnership shall conduct

its activities and own its assets in the following manner:

(a) all hotels and other lodging facilities owned directly or

indirectly by the Partnership shall be operated as Qualified Lodging

Facilities and leased to a Taxable REIT Subsidiary, or to a Person (a

"QUALIFYING TENANT") in which the Partnership does not own, directly,

indirectly or Constructively a 10% or greater interest in the vote, value,

capital or profits interest of its equity securities, with such terms that

all income thereunder qualifies as "rents from real property" within the

meaning of Code Section 856; each Taxable REIT Subsidiary shall be charged

management fees no higher than arms-length rates and may be allocated only

its proportional share of any overhead expenses; no services shall be

provided to any Taxable REIT Subsidiary by the Partnership, but the

Partnership and each Taxable REIT Subsidiary may properly apportion among

themselves shared expenses for accounting costs, tax return preparation,

salaries and other general overhead;

(b) all other Partnership properties shall be leased to a Qualifying

Tenant under a lease with such terms that all income thereunder qualifies

as "rents from real property" within the meaning of Code Section 856;

than rents from real property, gains from the sale or other disposition of

real estate assets, and other income described under Code Section

856(c)(3) (other than (c)(3)(I));

<PAGE>

(d) the Partnership shall have no direct or indirect interest in any

property properly includible in inventory or held for sale to customers in

the ordinary course of business, unless such property is held through a

Taxable REIT Subsidiary;

(e) the Partnership shall own no more than 10% by vote or value,

directly or indirectly, of the securities of any issuer unless such

securities qualify as "straight debt" within the meaning of Code Section

856(m) with respect to iStar, are exempted from the definition of

"securities" under Code Section 856(m), or are securities issued by a

Taxable REIT Subsidiary; in particular, the John Q. Hammons Hotels Finance

Corporation III and the Food and Beverage Holding Company and its

corporate subsidiaries shall be qualified as Taxable REIT Subsidiaries as

of the Effective Date;

(f) at least 75% of the Partnership's gross income each calendar

year shall qualify as income described in Code Section 856(c)(3) (other

than (c)(3)(I)); and

(g) at least 75% by value of the Properties at the end of each

calendar quarter shall qualify as "real estate assets" within the meaning

of Code Section 856(c)(4)(A). iStar is a third party beneficiary of this

Agreement.

ARTICLE 4

CAPITAL CONTRIBUTIONS

Section 4.1 Capital Contributions of the Partners. The Partners have

heretofore made Capital Contributions to the Partnership, as set forth in the

books and records of the Partnership. On the Effective Date, the Partnership is

being recapitalized so that each Partner will own Partnership Units in the

amounts, of the class and with the Capital Accounts set forth on Exhibit A, as

the same may be amended from time to time by the General Partner to the extent

necessary to accurately reflect sales, exchanges or other Transfers,

redemptions, Capital Contributions, the issuance of Additional Partnership

Units, or similar events having an effect on a Partner's ownership of

Partnership Units. Except as provided by law or in Section 4.2, 4.3, 4.5 or 10.4

hereof, the Partners shall have no obligation or, except with the prior written

consent of the General Partner, right to make any additional Capital

Contributions or loans to the Partnership. The Capital Accounts of the Partners

and the Gross Asset Values of the Partnership's Properties are being restated as

of the Effective Time. The restated Capital Accounts of the Partners are set

forth on the attached Exhibit A.

Section 4.2 Issuances of Additional Partnership Interests and Additional

Partnership Units.

(a) General. Subject to Section 4.2(c) and Section 7.3(a), the

General Partner is hereby authorized to cause the Partnership to issue

additional Partnership Interests ("ADDITIONAL PARTNERSHIP INTERESTS"), in

the form of additional Partnership Units (other than Hammons Preferred

Units) ("ADDITIONAL PARTNERSHIP UNITS"), for any Partnership purpose, at

any time or from time to time, to the Partners or to other Persons, and to

admit such Persons as Additional Limited Partners, for such consideration

and on such terms and conditions as shall be established by the General

Partner in its Sole and Absolute Discretion, all without the approval of

any Limited Partner or any other Person. Without limiting the foregoing,

subject to Section 4.2(c) and Section 7.3(a), the General Partner is

expressly authorized to cause the Partnership to issue Additional

Partnership Interests (i) upon the conversion, redemption or exchange of

any Debt, Partnership Units, or other securities issued by the Partnership

and (ii) in connection with any merger of any other Person into the

Partnership if the applicable merger agreement provides that Persons are

to receive Partnership Units in exchange for their interests in the Person

merging into the Partnership. Subject to Section 4.2(c), any additional

Partnership Interests may be issued in one or more classes, or one or more

series of any of such classes, with such designations, preferences and

relative, participating, optional or other special rights, powers and

duties (including, without limitation, rights, powers and duties that may

be senior or otherwise entitled to preference over existing Partnership

Units except the Hammons Preferred Units) as shall be determined by the

General Partner, in its Sole and Absolute Discretion without the approval

or consent of any Limited Partner or any other Person, and set forth in a

written document thereafter attached to and made an exhibit to this

Agreement, which exhibit shall be an amendment to this Agreement and shall

be incorporated herein by this reference (each, a "PARTNERSHIP UNIT

DESIGNATION"). With respect to any additional Partnership Interests (and

any related Partnership Units) issued pursuant to

<PAGE>

this Section 4.2(a) and without limiting the generality of the foregoing,

subject to Section 4.2(c), the General Partner shall have authority to

specify (a) the allocations of items of Partnership income, gain, loss,

deduction and credit to each such class or series of Partnership

Interests; (b) the right of each such class or series of Partnership

Interests to share (on a pari passu, junior or preferred basis) in

Partnership distributions; (c) the rights of each such class or series of

Partnership Interests upon dissolution and liquidation of the Partnership;

(d) the voting rights, if any, of each such class or series of Partnership

Interests; and (e) the conversion, redemption or exchange rights

applicable to each such class or series of Additional Partnership

Interests. Upon the issuance of any Additional Partnership Interest, the

General Partner shall issue a Partnership Unit Certificate evidencing such

Additional Partnership Interest and shall amend Exhibit A and the books

and records of the Partnership as appropriate to reflect such issuance.

Additionally, upon the issuance of any Additional Partnership Interests,

the General Partner shall provide to the Hammons Limited Partners notice

of such issuance no later than 30 days after such issuance, including a

copy of an amended Exhibit A reflecting such issuance, the rights and

preferences of the issued Partnership Interest and the consideration given

therefor. If any Partnership Interest is granted to the General Partner or

any of its Affiliates, the amount credited to the Capital Account of the

Partner in respect of the contribution shall not be in excess of the fair

market value of the contributed property, the number of Units issued with

respect to such Partnership Interest shall be consistent with the amount

credited to the Capital Account for such contribution, and such amount

shall be deemed the amount of the Capital Contribution for purposes of the

Special Capital Contribution with respect to such contribution.

(b) No Preemptive Rights. Except as expressly set forth in Article

15, no Person, including, without limitation, any Partner or Assignee,

shall have any preemptive, preferential, participation or other similar

right or rights to subscribe for or acquire any Partnership Interest;

provide that, subject to Section 4.2(c), the General Partner shall have

the right to grant any such right in its Sole and Absolute Discretion.

contrary, for so long as the Hammons Limited Partners or any of their

transferees (other than the Required Holders) hold any Hammons Preferred

Units, without the Consent of the Hammons Limited Partners, the General

Partner shall not cause the Partnership to, and the Partnership shall not,

(i) authorize the issuance of (A) any notes or debt securities or other

rights, instruments, contracts and compensatory arrang

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