from SC 13E3/A
1 page
Subject to the Conditions Herein, Everest Consents to the Removal of Proposal #2 From the Current Proxy Materials Filed With the SEC by the "Super 8" Partnerships. This Consent Will Expire if the Proxies Are Not Mailed to the Limited Partners by November 30, 1998. if the Proxies Are Not Mailed by Such Date, You Can Seek an Extension of the Mailing Date (Which Extension Can Be Granted or Withheld in Our Sole Discretion) or You Can Reinstate Proposal #2 to the Proxy Materials in Accordance With Our Original Agreement. Further, This Consent Is Effective Only if We Receive the Signed Second Amendment of Agreement Dated November 5, 1998. <page> Second Amendment to Agreement This Is the Second Amendment to the Agreement, Dated April 20, 1998, as Amended by Amendment to Agreement, Dated May 15, 1998, Between Grotewohl Management Services, Inc., Mark Grotewohl, Everest Properties, LLC, Everest Properties II, LLC and Everest Financial, Inc. the Date of This Second Amendment Is October 29, 1998. the Agreement Is Hereby Further Amended as Follows: A New Sentence Shall Be Added to the End of Paragraph (2) as Follows: "The Commercially Reasonable Extensions Referred to Above Shall Not Extend Beyond (A) October 30, 1998 for Section 2(a) and (B) January 31, 1999 for Section 2(c). Date: October 29, 1998 Grotewohl Management Services, Inc. By: /S/ Philip B. Grotewohl Philip B. Grotewohl, Chairman as General Partner of Super 8 Motels, Ltd. Super 8 Motels II, Ltd. Super 8 Motels III, Ltd. Super 8 Economy Lodging IV, Ltd. Famous Host Lodging V, Ltd. By: /S/ Mark Grotewohl Mark Grotewohl, as an Individual Everest Properties II, LLC Everest Properties, LLC By: /S/ W. Robert Kohorst W. Robert Kohorst, President for Itself and as Manager of Everest Madison Investors, LLC Everest Lodging Investors, LLC Km Investments, LLC Everest Financial, Inc. By: /S/ W. Robert Kohorst W. Robert Kohorst, President
