<PAGE>   1
                                                                Exhibit 10.1

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                                     SECOND

                              AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                         SLT REALTY LIMITED PARTNERSHIP






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<PAGE>   2
                                       TABLE OF CONTENTS


<TABLE>
<S>                                                                                        <C>
ARTICLE 1
        Definitions..........................................................................3
        1.1    Definitions...................................................................3

ARTICLE 2

        Continuation and Business of the Partnership........................................15
        2.1    Continuation.................................................................15
        2.2    Name.........................................................................15
        2.3    Character of the Business....................................................15
        2.4    Location of Principal Place of Business......................................16
        2.5    Registered Agent and Registered Office.......................................16
        2.6    Restatement of Agreement.....................................................16

ARTICLE 3

        Term................................................................................16
        3.1    Commencement.................................................................16
        3.2    Dissolution..................................................................16

ARTICLE 4

        Capital Contributions...............................................................17
        4.1    Capital Contributions; Units.................................................17
        4.2    Redemption of Units Held by Limited Partner.  ...............................19
        4.3    Percentage Interests.........................................................19
        4.4    Purchase Rights..............................................................19
        4.5    Redemption of Units Held by the General Partner..............................19
        4.6    No Third Party Beneficiaries.................................................20
        4.7    No Interest on or Return of Capital Contribution.............................20

ARTICLE 5

        Indemnification.....................................................................20
        5.1    Indemnification of the General Partner.......................................20
        5.2    Indemnification of Limited Partners..........................................21
        5.3    Notice of Claims.............................................................22
        5.4    Third Party Claims...........................................................23
        5.5    Indemnification Pursuant to Formation Agreement..............................24

ARTICLE 6

        Allocations, Distributions and Other Tax and Accounting Matters.....................24
        6.1    Allocations..................................................................24
        6.2    Distributions................................................................28
        6.3    Books of Account.............................................................28
        6.4    Reports......................................................................29
        6.5    Tax Elections and Returns....................................................29
        6.6    Tax Matters Partner..........................................................29
        6.7    Withholding Payments Required By Law.........................................29

ARTICLE 7

        Rights, Duties and Restrictions of the General Partner..............................31
        7.1    Powers and Duties of the General Partner.....................................31
        7.2    Reimbursement of the General Partner.........................................34
        7.3    Outside Activities of the General Partner....................................35
</TABLE>
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<TABLE>
<S>                                                                                         <C>
        7.4    Contracts with Affiliates....................................................35
        7.5    Title to Partnership Assets..................................................36
        7.6    Reliance by Third Parties....................................................36
        7.7    Liability of the General Partner.............................................36
        7.8    Other Matters Concerning the General Partner.................................37
        7.9    Operation of SLT in Accordance with REIT Requirements........................38
        7.10   Replacement of General Partner...............................................38

ARTICLE 8

        Dissolution, Liquidation and Winding-Up.............................................38
        8.1    Accounting...................................................................38
        8.2    Distribution on Dissolution..................................................38
        8.3    Documentation of Liquidation.................................................39

ARTICLE 9

        Transfer............................................................................40
        9.1    General Partner..............................................................40
        9.2    Transfers by Limited Partners................................................40
        9.3    Certain Restrictions on Transfer.............................................42
        9.4    Effective Dates of Transfers.................................................42
        9.5    Transfer.....................................................................43

ARTICLE 10

        Rights and Obligations of the Limited Partners......................................43
        10.1   No Participation in Management...............................................43
        10.2   Bankruptcy of a Limited Partner..............................................43
        10.3   No Withdrawal................................................................44
        10.4   Conflicts....................................................................44
        10.5   Provision of Information.....................................................44
        10.6   Power of Attorney............................................................45
        10.7   Ownership of Paired Shares...................................................46
        10.8   Waiver of Fiduciary Duty.....................................................47

ARTICLE 11

        Amendment of Partnership Agreement, Meetings........................................47
        11.1   Amendments...................................................................47
        11.2   Meetings of the Partners; Notices to Partners................................49

ARTICLE 12

        General Provisions..................................................................50
        12.1   No Liability of Directors and Others.........................................50
        12.2   Notices......................................................................50
        12.3   Controlling Law..............................................................50
        12.4   Execution of Counterparts....................................................50
        12.5   Severability.................................................................50
        12.6   Entire Agreement.............................................................51
        12.7   Paragraph Headings...........................................................51
        12.8   Gender, Etc..................................................................51
        12.9   Number of Days...............................................................51
        12.10  Partners Not Agents..........................................................51
        12.11  Assurances...................................................................51
        12.12  Waiver of Partition..........................................................51
        12.13  Starwood Lodging Trust.......................................................51
</TABLE>
<PAGE>   4
                                LIST OF EXHIBITS

Exhibit
-------

   A           List of Partners, Percentage Interests and Units

   B           Notice Address of Partners


<PAGE>   5



        THE LIMITED PARTNERSHIP INTERESTS REFERRED TO IN THIS AGREEMENT HAVE NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
        STATE SECURITIES LAWS. REFERENCE IS MADE TO ARTICLE 9 OF THIS AGREEMENT
        FOR PROVISIONS RELATING TO VARIOUS RESTRICTIONS ON THE SALE OR OTHER
        TRANSFER OF THESE INTERESTS.


                                     SECOND

                              AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                         SLT REALTY LIMITED PARTNERSHIP


               THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (this "Agreement") is made and entered into this 14th day of November,
1997, by and among Starwood Lodging Trust, a Maryland real estate investment
trust ("SLT"), as General Partner, and the persons whose names are set forth on
Exhibit A hereto, as such exhibit may be amended from time to time, as limited
partners, pursuant to the provisions of the Delaware Revised Uniform Limited
Partnership Act.


                                    RECITALS

        A. Starwood Lodging Trust, Berl Holdings, L.P., Starwood-Apollo Hotel
Partners VIII, L.P., Starwood-Apollo Hotel Partners IX, L.P., Starwood-Nomura
Hotel Investors, L.P., Starwood/Wichita Investors, L.P., Starwood-Huntington
Partners, L.P., and Woodstar Partners I, L.P., were the parties to that certain
Limited Partnership Agreement of SLT Realty Limited Partnership, dated as of
December 15, 1994 (hereinafter, the "Original Agreement" and the "Partnership",
respectively).

         B. Firebird Consolidated Partners, L.P., was admitted as a limited
partner of the Partnership pursuant to that certain Admission of Limited
Partner, Consent and Amendment dated March 24, 1995.

        C. The Original Agreement was restated by that certain Amended and
Restated Limited Partnership Agreement of SLT Realty Limited Partnership by and
between SLT, as General Partner, and the Limited Partners of the Partnership, as
such group was then constituted, and dated as of June 29, 1995 (the "Original
Restated Agreement").

         D. The Original Restated Agreement was amended by that certain
<PAGE>   6
Amendment by and between SLT, as General Partner, and the Limited Partners of
the Partnership, as such group was then constituted, and dated as of May 14,
1996.

         E. Philadelphia HSR Limited Partnership ("HSR") was admitted as a
limited partner of the Partnership pursuant to that certain Admission of Limited
Partner, Consent and Amendment (Realty Partnership) dated as of June 3, 1996.

         F. Starwood/Wichita Investors, L.P., Berl Holdings, L.P.,
Starwood-Huntington, L.P., Woodstar Partners I, L.P., and Wichita Harvey
Partners, Ltd., transferred their respective interests in the Partnership to SRL
Holdings, Inc., Starwood Capital Group I, L.P., Starwood Opportunity Fund II,
L.P., Moonwood Investment Partners, L.P., Woodstar II, L.P., Hospitality
Partners, Bristol Hotel Management Corp., and Edward J. Rohling, and each such
Person was admitted as a limited partner of the Partnership pursuant to that
certain Admission of Limited Partners Agreement dated as of June 4, 1996.

         G. Philadelphia HIR Limited Partnership ("HIR") was admitted as a
limited partner of the Partnership pursuant to that certain Admission of Limited
Partner, Consent and Amendment (Realty Partnership) dated as of July 1, 1996.

         H. Starwood-Apollo Hotel Partners VIII, L.P., transferred its interest
in the Partnership to SAHI, Inc., Starwood Hotel Investors, L.P., and AP-GP
Midstar Hotels VIII, Inc.; Starwood-Apollo Hotel Partners IX, L.P., transferred
its interest in the Partnership to SAHI, Inc., Starwood Hotel Investors, L.P.,
and AP-GP Midstar Hotels IX, Inc.; Starwood Hotel Investors, L.P., transferred
its interest in the Partnership to Starwood Hotel Investors II, L.P., SAHI, Inc.
and AP-GP Master Midstar, L.P.; and AP-GP Midstar Hotels VIII, Inc., AP-GP
Midstar Hotels IX, Inc., and AP-GP Master Midstar, L.P., transferred their
respective interests in the Partnership to Apollo Real Estate Investment Fund,
L.P., and each of Starwood Hotel Investors II, L.P., SAHI, Inc. and Apollo Real
Estate Investment Fund was admitted as a limited partner of the Partnership
pursuant to that certain Admission of Limited Partners Agreement dated as of
December 12, 1996;

         I. Starwood-Nomura Hotel Investors, L.P., SRL Holdings, Inc., Starwood
Capital Group, L.P., Moonwood Investment Partners, L.P., Woodstar Partners II,
L.P., Berl Holdings I, Inc., SAHI, Inc., and Harveywood Hotel Investors II,
L.P., transferred their interests in the Partnership to Burden Direct Investment
Fund I., L.P., Ziff Investors Partnership, L.P., II, Carly Simon, Lambster
Partners Limited Partners, Montrose Corporation, Star Investors G.P., Meridian
Investment Group, 1985 Trust f/b/o Clate Joseph Korsant, 1985 Trust f/b/o Justin
Frederick Korsant, Jack Nash, the Nash Family Partnership, Brainard Holdings,
Inc., Lowell D. Kraff, Max C. Chapman, Alan Schwartz, Geoffrey T. Boisi, Gregory
Beer, Charles E. Mueller, James A. Kleeman, Steve Goldman, Mike Mueller, James
R. Gates, John Z. Kukral, John F. Couture, Barry S. Sternlicht, the Barry S.
Sternlicht Family Spray Trust I, the Barry S. Sternlicht Family Spray Trust II,
the Barry S. Sternlicht Family Spray Trust III, James G. Babb, III, Madison F.
Grose, the Madison F. Grose Irrevocable Insurance Trust, Merrick R. Kleeman, JDE
Revocable Trust u/a dated December 31, 1996, Eugene A. Gorab, Jerome C. Silvey,
Geoffrey Beer, Jay Sugarman, Jennifer Albero, Steven Fiore, James
<PAGE>   7
Oldham, Jeff Dishner, Ellis F. Rinaldi, and J. Peter Paganelli and each such
Person was admitted as a limited partner of the Partnership pursuant to
forty-four (44) separate Admission of Limited Partner Agreements each dated as
of December 31, 1996.

        J. The Prudential Insurance Company of America, on behalf of Prudential
Property Investment Separate Account II, Eleanor Mendell, as Trustee of the Gary
Mendell Family Trust, Gary Mendell, Ellen-Jo Mendell, Stephen Mendell, Judith K.
Rushmore, Murray Dow II, Westport Hospitality, Inc., Zapco Interest Holdings,
LP, Zapco Holdings, Inc., Zapco Holdings, Inc. Deferred Compensation Plan Trust,
Orna L. Shulman, Arthur Green, Michael Hall, Mark Rosinsky, Randi Rosinsky, John
Daily, Felix Cacciato, Thomas Clearwater, Harvey Moore, and Tracy Driscoll
(collectively, the "HEI Contributors") were each admitted as a limited partner
of the Partnership pursuant to that certain Admission of Limited Partners,
Consent and Amendment (Realty Partnership) dated as of February 14, 1997.

         K. The Hermitage, L.P. was admitted as a limited partner of the
Partnership pursuant to that certain Admission of Limited Partners, Consent and
Amendment (Realty Partnership) dated as of March 11, 1997.

         L. The parties hereto have agreed to amend and restate the Original
Restated Agreement, as previously amended, in its entirety to reflect the
foregoing and to make other necessary or appropriate changes.

               NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:

                                    ARTICLE 1
                                   Definitions

               1.1 Definitions. Except as otherwise herein expressly provided,
the following terms and phrases shall have the meanings as set forth below:

                      "Accountants" shall mean the national firm or firms of
independent certified public accountants selected by the General Partner on
behalf of the Partnership to audit the books and records of the Partnership and
to prepare statements and reports in connection therewith.

                      "Act" shall mean the Delaware Revised Uniform Limited
Partnership Act, as the same may hereafter be amended from time to time.

                      "Adjusted Capital Account Deficit" shall mean, with
respect to any Partner or holder of Units other than the General Partner, the
deficit balance, if any, in such holder's Capital Account as of the end of any
relevant fiscal year and after giving effect to the following adjustments:

                      (a) credit to such Capital Account any amounts which
<PAGE>   8
such holder is obligated or treated as obligated to restore with respect to any
deficit balance in such Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c)
of the Regulations, or is deemed to be obligated to restore with respect to any
deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1)
and 1.704-2(i)(5) of the Regulations; and

                      (b) debit to such Capital Account the items described in
Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the requirements of the alternate test for economic effect contained
in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.

                      "Administrative Expenses" shall mean: (a) all
administrative and operating costs and expenses of the Partnership; (b) those
administrative costs and expenses of the General Partner, including, but not
limited to, salaries and other remunerations paid to trustees, officers and
employees of the General Partner and accounting and legal expenses undertaken by
the General Partner on behalf or for the benefit of the Partnership; and (c) to
the extent not included in clause (b) above, REIT Expenses.

                      "Affected Gain" shall have the meaning set forth in
Section 6.1(c)(ii) hereof.

                      "Affiliate" shall mean, with respect to any Partner (or as
to any other Person the Affiliates of whom are relevant for purposes of any of
the provisions of this Agreement): (a) any member of the Immediate Family of
such Partner or Person; (b) any trustee or beneficiary of a Partner which is a
trust; (c) any trust for the benefit of any Person referred to in the preceding
clauses (a) and (b); or (d) any Entity which directly or indirectly through one
or more intermediaries, Controls, is Controlled by, or is under common Control
with, any Partner or Person referred to in the preceding clauses (a) through
(c).

                      "Agreement" shall mean this Limited Partnership Agreement,
as amended, modified, supplemented or restated from time to time, as the context
requires.

                      "Audited Financial Statements" shall mean financial
statements (balance sheet, statement of income, statement of partners equity and
statement of cash flows) prepared in accordance with GAAP and accompanied by an
independent auditor's report containing an opinion thereon.

                      "Bankruptcy" shall mean, with respect to any Person: (a)
the commencement by such Person of any petition, case or proceeding seeking
relief under any provision or chapter of the federal Bankruptcy Code or any
other federal or state law relating to insolvency, bankruptcy or reorganization;
(b) an adjudication that such Person is insolvent or bankrupt; (c) the entry of
an order for relief under the federal Bankruptcy Code with respect to such
Person; (d) the filing of any such petition
<PAGE>   9
or the commencement of any such case or proceeding against such Person, unless
such petition and the case or proceeding initiated thereby are dismissed within
ninety (90) days from the date of such filing; or (e) the filing of an answer by
such Person admitting the allegations of any such petition.

                      "Business Day" shall mean any day that is not a Saturday,
Sunday or a day on which banking institutions in the State of California or the
State of New York are authorized or obligated by law or executive order to
close.

                      "Capital Account" shall mean, as to any Partner or holder
of Units, a book account maintained in accordance with the following provisions:

                             (a) to each Partner's or holder of Unit's Capital
Account there shall be credited the amount of cash contributed by the Partner or
holder, the initial Gross Asset value of any other asset contributed by such
Partner or holder to the capital of the Partnership (net of liabilities secured
by contributed property that the Partnership assumes or takes subject to), such
Partner's or holder's distributive share of Net Income and any other items of
income or gain allocated to such Partner or holder, the amount of any
Partnership liabilities assumed by the Partner or holder or secured by
distributed assets that such Partner or holder takes subject to and any other
items in the nature of income or gain that are allocated to such Partner or
holder pursuant to Section 6.1 hereof; and

                             (b) to each Partner's or holder of Unit's Capital
Account there shall be debited the amount of cash distributed to the Partner or
holder, the Gross Asset Value of any Partnership asset distributed to such
Partner or holder pursuant to any provision of this Agreement, such Partner's or
holder's distributive share of Net Losses and any other items in the nature of
expenses or losses that are allocated to such Partner pursuant to Section 6.1
hereof.

In the event that a Partner's Partnership Interest or a holder of Unit's Units
or portion thereof is transferred within the meaning of Section
1.704-1(b)(2)(iv)(f) of the Regulations, the transferee shall succeed to the
Capital Account of the transferor to the extent that it relates to the
Partnership Interest, Units or portion thereof so transferred. In the event that
the Gross Asset Values of Partnership assets are adjusted, as contemplated in
paragraph (b) or (c) of the definition of "Gross Asset Value," the Capital
Accounts of the Partners and holders of Units shall be adjusted to reflect the
aggregate net adjustments as if the Partnership sold all of its properties for
their fair market values and recognized gain or loss for federal income tax
purposes equal to the amount of such aggregate net adjustment. This definition
of Capital Accounts is intended to comply with the maintenance of capital
account provisions of Section 1.704-1(b) of the Regulations and shall be
interpreted and applied in a manner consistent therewith.

                             "Capital Contribution" shall mean, with respect to
any Partner, the amount of cash and the initial Gross Asset Value of any
Contributed Property (net of liabilities to which such property is subject).

                             "Certificate" shall mean the Certificate of Limited
Partnership
<PAGE>   10
establishing the Partnership, as filed with the office of the Delaware Secretary
of State, as amended from time to time in accordance with the terms of this
Agreement and the Act.

                      "Code" shall mean the Internal Revenue Code of 1986, as
amended and in effect from time to time, 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.

                      "Consent of the Limited Partners" shall mean the written
consent of a Majority-In-Interest of the Limited Partners given in accordance
with Section 11.2 hereof, which Consent shall be obtained prior to the taking of
any action for which it is required by this Agreement and may be given or
withheld by a Majority-In-Interest of the Limited Partners, unless otherwise
expressly provided herein, in their sole and absolute discretion.

                      "Contributed Property" shall mean any property or other
asset in such form as may be permitted by the Act, but excluding cash,
contributed or deemed contributed to the Partnership with respect to the
Partnership Interest held by each Partner.

                      "Control" shall mean the ability, whether by the direct or
indirect ownership of shares or other equity interests, by contract or
otherwise, to elect a majority of the directors of a corporation, to select the
managing partner of a partnership, or otherwise to select, or have the power to
remove and then select, a majority of those persons exercising governing
authority over an Entity. In the case of a limited partnership, the sole general
partner, all of the general partners to the extent each has equal management
control and authority, or the managing general partner or managing general
partners thereof shall be deemed to have control of such partnership and, in the
case of a trust, any trustee thereof or any Person having the right to select
any such trustee shall be deemed to have control of such trust.

                      "Declaration of Trust" shall mean the Declaration of Trust
of the General Partner dated August 25, 1969, as amended and restated as of June
6, 1988, and as further amended as of February 1, 1995, as the same may be
amended, modified, supplemented, restated or superseded from time to time.

                      "Depreciation" shall mean, with respect to any asset of
the Partnership for any fiscal year or other period, the depreciation or
amortization, as the case may be, allowed or allowable for federal income tax
purposes in respect of such asset for such fiscal year or other period, except
that if the Gross Asset Value of an asset differs from its adjusted tax basis
for federal income tax purposes at the beginning of such fiscal year or other
period, Depreciation shall be an amount that bears the same ratio to such
beginning book value as the federal income tax depreciation, amortization or
other cost recovery deduction for such fiscal year or other period bears to such
beginning adjusted tax basis and if such adjusted tax basis is zero, the
Depreciation shall be based on the method of depreciation, amortization or other
cost recovery deduction utilized in preparing the financial statements of the
Partnership.
<PAGE>   11
                      "Entity" shall mean any general partnership, limited
partnership, limited liability company, corporation, joint venture, trust,
business trust, real estate investment trust or association.

                      "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time and as interpreted by the applicable
regulations thereunder (or any corresponding provisions of succeeding laws and
regulations).

                      "Exchange Rights Agreement" shall mean any Exchange Rights
Agreement by and among SLT and/or SLC and one or more Limited Partners which is
intended to provide for the rights of such Limited Partners to tender Units in
exchange for either Paired Shares, other securities, cash or a combination of
the foregoing.

                      "Formation Agreement" shall mean that certain Formation
Agreement by and among Starwood Lodging Trust, Starwood Lodging Corporation,
Starwood Capital Group, L.P., Berl Holdings, L.P., Woodstar Partners I, L.P.,
Starwood-Apollo Hotel Partners VIII, L.P., Starwood-Apollo Hotel Partners IX,
L.P., Starwood-Nomura Hotel Investors, L.P., Starwood/Wichita Investors, L.P.,
and Starwood-Huntington Partners, L.P., and dated as of November 11, 1994, and
any amendments or modifications thereof or side letters thereto.

                      "GAAP" shall mean generally accepted accounting principles
in effect from time to time.

                      "General Partner" shall mean Starwood Lodging Trust, a
Maryland real estate investment trust, its duly admitted successors and assigns
as general partner of the Partnership at the time of reference thereto.

                      "Gross Asset Value" shall mean, with respect to any asset
of the Partnership, such 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 at the time of its contribution as reasonably determined by the
General Partner and the contributing Partner;

                             (b) the Gross Asset values of all Partnership
assets shall be adjusted to equal their respective gross fair market values, as
reasonably determined by the General Partner, immediately prior to the following
events:

                                    (i) a Capital Contribution (other than a de
minimis Capital Contribution) to the Partnership by a new or existing Partner as
consideration for a Partnership Interest;

                                    (ii) the distribution by the Partnership to
a Partner of more than a de minimis amount of Partnership property as
consideration for the
<PAGE>   12
redemption of a Partnership Interest;

                                    (iii) the liquidation of the Partnership
within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; and

                                    (iv) any other event as to which the General
Partner reasonably determines that an adjustment is necessary or appropriate to
reflect the relative economic interests of the Partners;

                              (c) the Gross Asset Values of Partnership assets
distributed to any Partner shall be the gross fair market values of such assets
as reasonably determined by the General Partner as of the date of distribution;
and

                              (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 Sections 734(b) or 743(b) of the Code, but only
to the extent that such adjustments are taken into account in determining
Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations;
provided, however, that Gross Asset Values shall not be adjusted pursuant to
this paragraph to the extent that the General Partner reasonably determines that
an adjustment pursuant to paragraph (b) above is necessary or appropriate in
connection with a transaction that would otherwise result in an adjustment
pursuant to this paragraph (d).

At all times, Gross Asset Values shall be adjusted by any Depreciation taken
into account with respect to the Partnership's assets for purposes of computing
Net Income and Net Loss. Any adjustment to the Gross Asset Values of Partnership
property shall require an adjustment to the Partner's Capital Accounts.

                      "HEI Contribution Agreement" shall mean that certain
Contribution Agreement dated January 15, 1997, by and among the HEI Property
Companies, SLC, the Partnership, SLT Financing Partnership, a Delaware general
partnership, SLT, the Operating Partnership, and certain other parties.

                      "HEI Contributors" shall have that meaning provided in
Recital J hereto.

                      "HEI Property Companies" shall mean Westport Norfolk
Associates Limited Partnership, a Delaware limited partnership, Pruwest Norfolk,
L.L.C., a Delaware limited liability company, Westport BWI, L.L.C., a Delaware
limited liability company, Pruwest Baltimore, L.L.C., a Delaware limited
liability company, Westport Raritan, L.L.C., a Delaware limited liability
company, Pruwest Edison, L.L.C., a Delaware limited liability company, Westport
Novi, L.L.C., a Delaware limited liability company, Pruwest Novi, L.L.C., a
Delaware limited liability company, Westport Park Ridge, L.P., a Delaware
limited partnership, Westport Park Ridge, L.L.C., a Delaware limited liability
company, Westport Long Beach, L.L.C., a Delaware limited liability company,
Westport Charleston, L.L.C., a Delaware limited liability company, Westport
Santa Rosa, L.L.C., a Delaware limited liability company, Westport Crystal City,
L.L.C., a Delaware limited liability company, Prudential, Atlanta Hotel
Associates, LP, a Connecticut limited partnership, Virginia Hotel Associates,
L.P., a Delaware limited
<PAGE>   13
partnership, BW Hotel Realty, L.P., a Maryland limited partnership, Edison Hotel
Associates, L.P., a New Jersey limited partnership, Novi Hotel Associates, L.P.,
a Delaware limited partnership, Park Ridge Hotel Associates, L.P., a Delaware
limited partnership, Long Beach Hotel Associates, L.L.C., a New Jersey limited
liability company, Charleston Hotel Associates, L.L.C., a New Jersey limited
liability company, Santa Rosa Hotel Associates, L.L.C., a New Jersey limited
liability company, Crystal City Hotel Associates, L.L.C., a New Jersey limited
liability company, and Prudential HEI Joint Venture, a joint venture.

                      "HEI Property Company Interests" shall have the meaning
set forth in the HEI Contribution Agreement.

                      "HIR" shall have that meaning provided in Recital G
hereto.

                      "HSR" shall have that meaning provided in Recital E
hereto.

                      "Immediate Family" shall mean, with respect to any Person,
such Person's spouse (then current or former), parents, parents-in-law,
descendants, brothers and sisters (whether by whole or half-blood), first
cousins, brothers-in-law and sisters-in-law (whether by whole or half-blood),
ancestors and lineal descendants.

                      "Indemnitee" shall mean any Person who is, or at any time
on or after December 15, 1994 was, a (i) General Partner, (ii) employee,
trustee, director, officer, stockholder or Liquidating Trustee of the
Partnership or the General Partner.

                      "Inns Bonds" means, collectively, the Philadelphia
Authority for Industrial Development Commercial Development Revenue Bonds
(Economy Inn Project), Series A and Series B, in the original aggregate
principal amounts of $9,725,000 and $1,700,000, respectively, as amended and
restated in that certain Inns Second Supplemental Indenture dated as of July 1,
1992, and as defined in that certain Bond Purchase Agreement by and between The
First National Bank of Boston, HSR, HIR, the Operating Partnership and the
Partnership and dated as of February 26, 1996.

                      "Issuance Percentage" shall mean the relative values of
SLT and SLC, each stated as a percentage of the sum of the values of SLT and
SLC, and as most recently determined by SLT and SLC.

                      "Lien" shall mean any liens, security interests,
mortgages, deeds of trust, pledges, options, rights of first offer or first
refusal and any other similar encumbrances of any nature whatsoever.

                      "Limited Partners" shall mean those Persons listed under
the heading "Limited Partners" on the signature page hereto in their respective
capacities as limited partners of the Partnership, their permitted successors or
assigns as limited partners hereof, and any Person who, at the time of reference
thereto, is a limited partner of the Partnership.

                      "Liquidating Trustee" shall mean such individual or Entity
which is
<PAGE>   14
selected as the Liquidating Trustee hereunder by the General Partner, which
individual or Entity may include the General Partner or an Affiliate of the
General Partner, provided that such Liquidating Trustee agrees in writing to be
bound by the terms of this Agreement. The Liquidating Trustee shall be empowered
to give and receive notices, reports and payments in connection with the
dissolution, liquidation and/or winding up of the Partnership and shall hold and
exercise such other rights and powers granted to the General Partner herein or
under the Act as are necessary or required to conduct the winding-up and
liquidation of the Partnership's affairs and to authorize all parties to deal
with the Liquidating Trustee in connection with the dissolution, liquidation
and/or winding-up of the Partnership.

                      "Majority-In-Interest of the Limited Partners" shall mean
Limited Partner(s) who hold in the aggregate more than fifty (50) percent of the
Percentage Interests then allocable to and held by the Limited Partners, as a
class (but excluding any Partnership Interests acquired by the General Partner,
or any Person holding as a nominee of a General Partner or any Person controlled
by a General Partner).

                      "Minimum Gain Attributable to Partner Nonrecourse Debt"
shall mean "partner nonrecourse debt minimum gain" as determined in accordance
with Section 1.704-2(i)(2) of the Regulations.

                      "Net Cash Flow" shall mean, with respect to any fiscal
period of the Partnership, the excess, if any, of "Receipts" over
"Expenditures." For purposes hereof, the term "Receipts" means the sum of all
cash receipts of the Partnership from all sources for such period and any
amounts held as reserves as of the last day of such period which the General
Partner reasonably deems to be in excess of reserves as determined below. The
term "Expenditures" means the sum of (a) all cash expenditures of the
Partnership for any purpose, including operating expenses and capital
expenditures for such period, (b) the amount of all payments of principal,
premium, if any, and interest on account of any indebtedness of the Partnership,
and (c) such additions to cash reserves as of the last day of such period as the
General Partner deems necessary or appropriate for any capital, operating or
other expenditure, including, without limitation, contingent liabilities; but
the term "Expenditures" shall not include amounts paid from cash reserves
previously established by the Partnership.

                      "Net Income" or "Net Loss" shall mean, for each fiscal
year or other applicable period, an amount equal to the Partnerships's net
income or loss for such year or period as determined for federal income tax
purposes by the Accountants, determined in accordance with Section 703(a) of the
Code (for this purpose, all items of income, gain, loss or deduction required to
be stated separately pursuant to Section 703(a) of the Code shall be included in
taxable income or loss), with the following adjustments: (a) by including as an
item of gross income any tax-exempt income received by the Partnership; (b) by
treating as a deductible expense any expenditure of the Partnership described in
Section 705(a)(2)(B) of the Code (including amounts paid or incurred to organize
the Partnership (unless an election is made pursuant to Section 709(b) of the
Code) or to promote the sale of interests in the Partnership and by treating
deductions for any losses incurred in connection with the sale or exchange of
Partnership property disallowed pursuant to Section 267(a)(1) or Section 707(b)
of the
<PAGE>   15
Code as expenditures described in Section 705(a)(2)(B) of the Code); (c)
in lieu of depreciation, depletion, amortization and other cost recovery
deductions taken into account in computing total income or loss, there shall be
taken into account Depreciation; (d) gain or loss resulting from any disposition
of Partnership 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 such property rather than its adjusted tax basis; (e) in the event of
an adjustment of the Gross Asset Value of any Partnership asset which requires
that the Capital Accounts of the Partnership be adjusted pursuant to Sections
1.704-1(b)(2)(iv)(e), (f) and (m) of the Regulations, the amount of such
adjustment is to be taken into account as additional Net Income or Net Loss
pursuant to Section 6.1 hereof; and (f) excluding any items specially allocated
pursuant to Section 6.1(b) hereof.

                      "Nonrecourse Deductions" shall have the meaning set forth
in Sections 1.704-2(b)(1) and (c) of the Regulations and shall be determined in
accordance with Section 1.704-2(c) of the Regulations.

                      "Nonrecourse Liabilities" shall have the meaning set forth
in Section 1.704-2(b)(3) of the Regulations.

                      "Operating Partnership" shall mean SLC Operating Limited
Partnership, a Delaware limited partnership.

                      "Original Agreement" shall have the meaning set forth in
Recital A hereof.

                      "Paired Share Closing Price" shall mean, with respect to a
particular date, the last reported sales price regular way on such date or, in
case no such reported sale takes place on such date, the average of the reported
closing bid and asked prices regular way on such date, in either case on the New
York Stock Exchange, or if the Paired Shares are not then listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the Paired Shares are then listed or admitted to trading or, if not then listed
or admitted to trading on any national securities exchange, the closing sale
price on such date of the Paired Shares or, in case no reported sale takes place
on such date then, the average of the closing bid and asked prices on such date,
on NASDAQ or any comparable system. If the Paired Shares are not then quoted on
NASDAQ or any comparable system, the Board of Trustees of SLT and the Board of
Directors of SLC shall in good faith determine the Paired Share Closing Price.

                      "Paired Shares" shall mean one Share and one common share
of SLC that are subject to a pairing agreement between the General Partner and
SLC.

                      "Partner Nonrecourse Debt" shall have the meaning set
forth in Section 1.704-2(b)(4) of the Regulations.

                      "Partner Nonrecourse Deductions" shall have the meaning
set forth in Section 1.704-2(i)(2) of the Regulations and the amount of Partner
Nonrecourse
<PAGE>   16
Deductions with respect to a Partner Nonrecourse Debt shall be determined in
accordance with the rules of Section 1.704-2(i) of the Regulations.

                      "Partners" shall mean the General Partner and the Limited
Partners, their duly admitted successors or assigns or any Person who is a
partner of the Partnership at the time of reference thereto.

                      "Partnership" shall mean the limited partnership formed
under the Act pursuant to the Original Agreement and as continued pursuant to
this Agreement and any successor thereto.

                      "Partnership Interest" shall mean the ownership interest
of a Partner in the Partnership from time to time, including each Partner's
Percentage Interest and such Partner's Units.

                      "Partnership Minimum Gain" shall have the meaning set
forth in Section 1.704-2(b)(2) of the Regulations and the amount of Partnership
Minimum Gain (and any net increase or decrease thereof) for a fiscal year or
other period shall be determined in accordance with the rules of Section
1.704-2(d) of the Regulations.

                      "Partnership Record Date" means the record date
established by the General Partner for distribution of Net Cash Flow pursuant to
Section 6.2 hereof, which record date shall be the same as the record date
established by the General Partner for distribution to its shareholders of some
or all of its portion of such distribution.

                      "Percentage Interest" shall mean, with respect to any
Partner, the percentage ownership interest of such Partner in such items of the
Partnership as to which the term "Percentage Interests" is applied in this
Agreement, as provided in Section 4.3 hereof.

                      "Person" shall mean any natural person or Entity.

                      "Property" shall mean any property acquired by or
contributed to the Partnership or any property owned by an Entity in which the
Partnership has an ownership interest.

                      "Purchase Rights" shall have the meaning set forth in
Section 4.4 hereof.

                      "Registration Rights Agreement" shall mean any
Registration Rights Agreement by and among SLT and/or SLC and one or more
Limited Partners, which is intended to set forth the rights of such Limited
Partner or Limited Partners or other holders of Units, and the obligations of
SLT and/or SLC, to cause the registration of certain securities pursuant to the
Securities Act of 1933, as amended.

                      "Regulations" shall mean the income tax regulations
promulgated under the Code, as such regulations may be amended from time to time
(including
<PAGE>   17
corresponding provisions of succeeding regulations), and may, in the sole
discretion of the General Partner, include temporary and/or proposed income tax
regulations.

                      "Regulatory Allocations" shall have the meaning set forth
in Section 6.1(b)(viii) hereof.

                      "REIT" shall mean a real estate investment trust as
defined in Section 856 of the Code.

                      "REIT Expenses" shall mean all expenses which the
Partnership hereby assumes and agrees to pay as incurred for the benefit of the
Partnership, including (a) costs and expenses relating to the formation and
continuation of the Partnership and continuity of existence of the General
Partner, including taxes (other than the General Partner's federal and state
income and franchise taxes, if any), fees and assessments associated therewith,
any and all costs, expenses or fees payable to any director or trustee of the
General Partner, (b) to the extent funded by the General Partner for payment by
the Partnership, costs and expenses relating to any offer or registration of
securities by the General Partner the net proceeds of which are to be
contributed or loaned to the Partnership and all statements, reports, fees and
expenses incidental thereto, including underwriting discounts and selling
commissions applicable to any such offer of securities, (c) costs and expenses
associated with the preparation and filing of any periodic reports by the
General Partner under federal, state or local laws or regulations, including
filings with the SEC, (d) costs and expenses associated with compliance by the
General Partner with laws, rules and regulations promulgated by any regulatory
body, including the SEC and (e) all other costs of the General Partner incurred
in the course of its business on behalf of the Partnership including, but not
limited to, any indemnification obligations of the General Partner (other than
indemnification obligations pursuant to Sections 9.1 and 9.2 of the Formation
Agreement).

                      "REIT Requirements" shall mean the requirements for the
General Partner to: (a) qualify as a REIT under the Code and Regulations; (b)
avoid any federal income or excise tax liability; (c) retain its status as
grandfathered pursuant to Section 136(c)(3) of the Deficit Reduction Act of
1984; and (d) retain the benefits of that certain private letter ruling issued
by the Internal Revenue Service to the General Partner dated as of January 4,
1980. "REIT Requirements" shall also include the ownership limitation provisions
set forth in Article VI of the Declaration of Trust.

                      "Restricted Entity" shall mean any "employee benefit plan"
as defined in and subject to ERISA, any "plan" as defined in and subject to
Section 4975 of the Code, or any entity any portion or all of the assets of
which are deemed pursuant to United States Department of Labor Regulation
Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be, for any
purpose of ERISA or Section 4975 of the Code, assets of any such "employee
benefit plan" or "plan" which invests in such entity.

                      "Rights" shall mean the rights of a Limited Partner as set
forth in an Exchange Rights Agreement and/or a Registration Rights Agreement. No
provision of this Agreement shall be interpreted as granting any Partner or
holder of Units any
<PAGE>   18
Rights or any rights or interest in or to the Exchange Rights Agreement or the
Registration Rights Agreement.

                      "SEC" shall mean the United States Securities and Exchange
Commission.

                      "Section 704(c) Tax Items" shall have the meaning set
forth in Section 6.1(c)(iii) hereof.

                      "Senior Debt" shall mean the indebtedness issued pursuant
to that certain Credit Agreement among the General Partner and certain
institutional lenders, dated as of January 28, 1993, which indebtedness has been
assumed by the Partnership as such indebtedness may be amended, modified or
refinanced from time to time.

                      "Shares" shall mean the common shares of beneficial
interest, par value $0.01 per share, of the General Partner.

                      "SLC" shall mean Starwood Lodging Corporation, a Maryland
corporation.

                      "Suites Bonds" means the Philadelphia Authority for
Industrial Development Commercial Development Revenue Bonds (Suite Hotel
Project), Series A, in the original aggregate principal amount of $27,275,000,
as amended and restated in that certain Supplemental Mortgage and Trust
Indenture dated as of June 1, 1991, and as defined in that certain Bond Purchase
Agreement by and between The First National Bank of Boston, HSR, HIR, the
Operating Partnership and the Partnership and dated as of February 26, 1996.

                      "Tax Items" shall have the meaning set forth in Section
6.1(c)(i) hereof.

                      "Tax Payment Loan" shall have the meaning set forth in
Section 6.7(a) hereof.

                      "Units" shall have the meaning set forth in Section 4.1(c)
hereof.

                      "Withholding Tax Act" shall have the meaning set forth in
Section 6.7(a) hereof.


                                    ARTICLE 2

                  Continuation and Business of the Partnership

               2.1 Continuation. The parties hereto do hereby continue the
limited partnership formed pursuant to the Original Agreement and pursuant to
the provisions of the Act and upon the terms and conditions set forth herein.
The parties hereto agree
<PAGE>   19
that the rights and liabilities of the Partners shall be as provided herein. The
parties hereto shall immediately execute and deliver all certificates and other
documents and do all filings, recording and publishing and other acts as in the
judgment of the General Partner may be appropriate to comply with all of the
requirements for the continuation of the Partnership as a limited partnership
under the Act and the qualification of the Partnership in any jurisdiction in
which the Partnership owns property or conducts business.

               2.2 Name. The name of the Partnership shall be SLT Realty Limited
Partnership, or such other name as shall be chosen from time to time by the
General Partner in its sole and absolute discretion; provided, however, that the
General Partner may not choose the name (or any derivative thereof) of any
Limited Partner without the prior written consent of such Limited Partner.

               2.3 Character of the Business. The purpose of the Partnership
shall be to acquire, hold, own, develop, redevelop, construct, improve,
maintain, operate, manage, sell, lease, rent, transfer, encumber, mortgage,
convey, exchange and otherwise dispose of or deal with the Properties and any
other real and personal property of all kinds; to undertake such other
activities as may be necessary, desirable or appropriate to the business of the
Partnership; to engage in such other activities as shall be necessary, desirable
or appropriate to effectuate the foregoing purposes; and to otherwise engage in
any enterprise or business in which a limited partnership may engage or conduct
under the Act. The Partnership shall have all powers necessary, desirable or
appropriate to accomplish the purposes enumerated. In connection with the
foregoing, but subject to the terms and conditions of this Agreement, the
Partnership shall have full power and authority to enter into, perform and carry
out contracts of any kind, to borrow money and to issue evidences of
indebtedness, whether or not secured by Liens, and, directly or indirectly, to
acquire and construct additional Properties necessary or useful in connection
with its business.

               2.4 Location of Principal Place of Business. The location of the
principal place of business of the Partnership shall be at 2231 East Camelback
Road, Suite 410, Phoenix, Arizona 85016, or such other location as shall be
selected from time to time by the General Partner in its sole and absolute
discretion; provided, however, that the General Partner shall notify the
Partners of any change in the location of the principal place of business of the
Partnership within thirty (30) days thereafter.

               2.5 Registered Agent and Registered Office. The registered agent
of the Partnership shall be The Corporation Trust Company or such other Person
as the General Partner may select in its sole and absolute discretion. The
registered office of the Partnership in the State of Delaware shall be c/o The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801 or such other location as the
General Partner may from time to time select in its sole discretion; provided,
however, that the General Partner shall notify the Limited Partners of any
change in the registered office or registered agent of the Partnership within
thirty (30) days thereafter.

               2.6 Restatement of Agreement. This Agreement amended and
<PAGE>   20
restates the Original Restated Agreement, including the amendments thereto, in
its entirety effective as of the date first above written and, effective as of
such date, the Original Restated Agreement and the amendment thereto shall be of
no further force or effect.


                                    ARTICLE 3

                                      Term

               3.1 Commencement. The Partnership's term commenced upon the
filing of the Certificate with the Secretary of State of Delaware on December
15, 1994.

               3.2 Dissolution. The Partnership shall continue until dissolved
and terminated upon the occurrence of the earliest of the following events:

                      (a) the death, dissolution, termination, withdrawal,
retirement, expulsion or Bankruptcy of the General Partner, unless the
Partnership's business is continued as provided in Section 9.1 hereof;

                      (b) the election to dissolve the Partnership made in
writing by the General Partner;

                      (c) the sale or other disposition of all or substantially
all of the assets of the Partnership unless the General Partner elects to
continue the Partnership business for the purpose of the receipt and the
collection of indebtedness or the collection of any other consideration to be
received in exchange for the assets of the Partnership (which activities shall
be deemed to be part of the winding up of the affairs of the Partnership);

                      (d) the entry of a decree of judicial dissolution of the
Partnership pursuant to the provisions of the Act, which decree is final and not
subject to appeal; or

                      (e) December 31, 2094.


                                    ARTICLE 4

                              Capital Contributions

               4.1    Capital Contributions; Units.

                      (a) As of the date first above written, the Partners have
the Percentage Interests in the Partnership as set forth in Exhibit A which
Percentage Interests shall be adjusted to the extent necessary to reflect
properly exchanges, redemptions or conversions of Partnership Interests, Capital
Contributions, the issuance of additional Partnership Interests or any other
event having an effect on a Partner's Percentage Interest, in each case to the
extent permitted by and in
<PAGE>   21
accordance with this Agreement. Except to the extent specifically set forth in
this Agreement with respect to the General Partner, the Partners shall have no
obligation to make any additional Capital Contributions or loans to the
Partnership, even if the failure to do so could result in the Bankruptcy or
insolvency of the Partnership or any other adverse consequence to the
Partnership.

                      (b) The General Partner shall, from time to time,
contribute cash or Property to the Partnership such that the Percentage Interest
of the General Partner shall at all times be at least one (1) percent and the
Capital Account balance of the General Partner shall be at least the lesser of
$500,000 or one (1) percent of the total positive Capital Account balances for
the Partnership.

                      (c) The interest of a Partner (or an assignee of a
Partner) in capital, allocations of Net Income, Net Loss and distributions shall
be evidenced by the issuance to such Partner (or assignee) of one or more
"Units." The aggregate total of all Units outstanding and the ownership of such
Units by each Partner are as set forth on Exhibit A hereto, which Exhibit shall
be updated by the General Partner to reflect changes in the holdings of Units by
the Partners.

                      (d) From time to time, the General Partner may cause the
Partnership to issue additional Partnership Interests to existing or
newly-admitted Partners in exchange for additional Capital Contributions
(including Capital Contributions pursuant to Section 4.1(b)). If the General
Partner contributes to the Partnership the net proceeds to the General Partner
from any offering or sale of Paired Shares (including, without limitation, any
issuance of Paired Shares pursuant to the exercise of options, warrants,
convertible securities, or similar rights to acquire Paired Shares), the
Partnership shall issue to the General Partner Units equal in number to the
number of Paired Shares issued in such offering or sale. If the General Partner
or SLT issues Paired Shares to any Person in exchange for services, the
Partnership shall issue an equal number of Units to the General Partner
effective no later than the date on which the value of the Paired Shares is
includable in the gross income of such Person.

                      (e) The General Partner is hereby authorized to cause the
Partnership to issue Partnership Interests 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
rights, powers and duties senior to the then-existing Partnership Interests and
Units, as shall be determined by the General Partner in its sole and absolute
discretion, including (i) the allocation of items of Partnership income, gain,
loss, deduction and credit to each such class or series of Partnership Interests
and (ii) the rights of each such class or series of Partnership Interests to
share in Partnership distributions (including liquidating distributions);
provided, however, that no such additional Partnership Interests shall be issued
to the General Partner unless (x) the additional Partnership Interests are
issued in connection with an issuance of shares of the General Partner, which
shares have designations, preferences and other rights, all such that the
economic interests of such shares are substantially similar to the designations,
preferences and other rights of the additional Partnership Interests issued to
the General Partner in accordance with this
<PAGE>   22
Section 4.1(e) and (y) the General Partner contributes to the Partnership an
amount equal to the net proceeds received by the General Partner in connection
with the issuance of such shares.

                      (f) In the event of any change in the outstanding number
of Paired Shares by reason of any share dividend, split, reverse split,
recapitalization, merger, consolidation or combination, the number of Units held
by each Partner (or assignee) shall be proportionately adjusted such that, to
the extent possible, one Unit remains the equivalent of one Share without
dilution. It is the intent of the Partners that, to the extent possible, the
number of Units held by the General Partner shall at all times equal the number
of issued and outstanding Shares.

                      (g) No fractional Units shall remain outstanding. In lieu
of issuing a fractional Unit to a holder of Units, the number of Units to be
held by such holder shall be rounded to the nearest whole Unit, or, at the
option of the General Partner, the holder shall be paid cash equal to the fair
market value of such fractional Unit.

               4.2 Redemption of Units Held by Limited Partner. The General
Partner is hereby authorized to cause the Partnership to redeem all or any
portion of the Units held by any Limited Partner whenever the General Partner,
in its sole discretion, believes such redemption to be reasonably necessary or
appropriate in order to prevent the Partnership from being characterized as a
"publicly traded partnership" pursuant to Section 7704 of the Code and the
Regulations thereunder. Any redemption of Units pursuant to this Section 4.2
shall be made from the Limited Partners in reverse order of their respective
ownership of Units, that is, first from the Limited Partner or Limited Partners
with the fewest Units, and, second, if required, from the Limited Partner or
Limited Partners with the next fewest Units, et cetera. Notwithstanding the
previous sentence, the General Partner is hereby authorized to cause the
Partnership to redeem all of the Units held by a particular Limited Partner who,
because of the number of such Limited Partner's direct or indirect beneficial
owners or its structure, in the judgment of the General Partner in its sole
discretion, and whether or not in conjunction with any other Partner (whether
redeemed pursuant to this Section 4.2 or not), may cause the Partnership to be
characterized as a "publicly traded partnership" pursuant to Section 7704 of the
Code and the Regulations thereunder. The redemption price of any Unit redeemed
pursuant to this Section 4.2 shall be equal to the product of (a) 115% of the
average of the Paired Share Closing Price for the ten (10) trading day period
ending five (5) days prior to the date of such redemption, multiplied by (b) the
then Issuance Percentage of SLT. Any redemption of a Limited Partner shall be
effective upon the date specified in a Notice to such Limited Partner, or, if
later, five (5) days after such Notice. No redemption pursuant to this Section
4.2 shall be made unless the Operating Partnership concurrently effects a
comparable redemption.

               4.3 Percentage Interests. The Percentage Interest of a Partner
shall be equal to the percentage obtained by dividing (a) the number of Units
held by such Partner (including Units held by assignees of such Partner who have
not been admitted as Partners) by (b) the total number of issued and outstanding
Units.
<PAGE>   23
               4.4 Purchase Rights. If the General Partner grants, issues or
sells any options, convertible securities or rights to purchase shares,
warrants, or other property pro rata to the record holders of Shares
(collectively, "Purchase Rights"), then the Partners shall, to the extent
practicable and consistent with the other provisions of this Agreement, be
entitled to acquire from the Partnership interests in the Partnership that are
substantially similar in amount, tone and tenor to the Purchase Rights to which
such Partners would be entitled if such Partners had converted their Partnership
Interests into Paired Shares immediately prior to the grant, issue or sale of
the Purchase Rights.

               4.5 Redemption of Units Held by the General Partner. If the
General Partner shall redeem any of its outstanding Shares (including the
issuance of cash in lieu of fractional Shares or in the event of the forfeiture
or cancellation of Shares issued in exchange for services), the Partnership
shall concurrently therewith redeem an equal number of Units held by the General
Partner for the same price as paid by the General Partner for the redemption,
forfeiture or cancellation of such Shares. Similar redemptions of interests of
the General Partner in the Partnership shall occur if any other outstanding
securities of the General Partner are redeemed or otherwise retired.

               4.6 No Third Party Beneficiaries. No creditor or other third
party shall have the right to enforce any right or obligation of any Partner to
make Capital Contributions or loans or to pursue any other right or remedy
hereunder or at law or in equity, it being understood and agreed that the
provisions of this Agreement shall be solely for the benefit of, and may be
enforced solely by, the parties hereto and their respective successors and
assigns. None of the rights or obligations of the Partners herein set forth to
make Capital Contributions or loans to the Partnership shall be deemed an asset
of the Partnership for any purpose by any creditor or other third party, nor may
such rights or obligations be sold, transferred or assigned by the Partnership
or pledged or encumbered by the Partnership to secure any debt or other
obligation of the Partnership or of any of the Partners.

               4.7 No Interest on or Return of Capital Contribution. No Partner
shall be entitled to interest on its Capital Contribution or Capital Account.
Except as provided herein or by law, no Partner shall have any right to demand
or receive the return of its Capital Contribution.


                                    ARTICLE 5

                                 Indemnification

               5.1    Indemnification of the General Partner.

               (a) To the fullest extent permitted by law, the Partnership shall
and does hereby indemnify an Indemnitee from and against any and all losses,
claims, damages, liabilities, joint or several, expenses (including reasonable
legal fees and expenses), judgments, fines, settlements, and other amounts
arising from any and all claims, demands, actions, suits or proceedings
(including arbitration and mediation proceedings), civil, criminal,
administrative or investigative, that relate, directly or
<PAGE>   24
indirectly, to the formation, business or operations of the Partnership in which
any Indemnitee may be involved, or is threatened to be involved, as a party,
witness or otherwise, by reason of the fact that such Person was an Indemnitee,
whether or not the same shall proceed to judgment or be settled or otherwise be
brought to a conclusion, except only if and to the extent that it is finally
adjudicated that the act or omission of the Indemnitee was material to the
matter giving rise to the proceeding and was committed with fraud, gross
negligence or willful misconduct. The termination of any proceeding by judgment,
order or settlement does not create a presumption that the Indemnitee did not
meet the requisite standard of conduct set forth in this Section 5.1(a). Any
indemnification pursuant to this Section 5.1 shall be made only out of the
assets of the Partnership and no Partner shall have any personal liability
therefor. The provisions of this Section 5.1 are for the benefit of the
Indemnitees, their heirs, successors, assigns, personal representatives and
administrators, and shall not be deemed to create any rights for the benefit of
any other Persons. The foregoing notwithstanding, the General Partner shall not
be entitled to indemnification from the Partnership with respect to matters
provided for in Sections 9.1 and 9.2 of the Formation Agreement.

                      (b) Reasonable expenses incurred by an Indemnitee who is a
party or witness in a proceeding shall be paid or reimbursed by the Partnership
in advance of the final disposition of the proceeding upon receipt by the
Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's
good faith belief that the standard of conduct necessary for indemnification by
the Partnership, as authorized in this Section 5.1, has been met, and (ii) a
written undertaking by or on behalf of the Indemnitee to repay the amount paid
or reimbursed if it shall ultimately be determined that such Indemnitee is not
entitled to be indemnified hereunder.

                      (c) The indemnification provided by this Section 5.1 shall
be in addition to any other rights to which an Indemnitee may be entitled under
any agreement, as a matter of law or otherwise, and shall continue as to an
Indemnitee who has ceased to serve in such capacity. The Partnership shall
purchase and maintain insurance, on behalf of the Indemnitees, against any
liability that may be asserted against or expenses that may be incurred by such
Person in connection with the Partnership's activities, regardless of whether
the Partnership would have the power to indemnify such Person against such
liability under the provisions of this Agreement. An Indemnitee shall not be
denied indemnification in whole or in part under this Section 5.1 solely because
the Indemnitee had an interest in the transaction with respect to which the
indemnification applies.

                      (d) For purposes of this Section 5.1, the Partnership
shall be deemed to have requested an Indemnitee to serve as fiduciary of an
employee benefit plan whenever the performance by it of its duties to the
Partnership also imposes duties on, or otherwise involves services by, it to the
plan or participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute fines within the meaning of this Section 5.1; and actions taken
or omitted by the Indemnitee with respect to an employee benefit plan in the
performance of its duties for a purpose reasonably believed by it to be in the
interest of the participants and beneficiaries of the plan shall be deemed to be
for a
<PAGE>   25
purpose which is not opposed to the best interests of the Partnership.


               5.2    Indemnification of Limited Partners.

                      (a) From and after the date hereof, the Partnership shall
indemnify and hold harmless each Limited Partner, its Affiliates, employees,
officers, directors and agents against and from all liability, demands, claims,
actions or causes of action, assessments, losses, fines, penalties, costs,
damages and expenses (including, without limitation, reasonable attorneys' and
accountants' fees and expenses) sustained or incurred by such Limited Partner or
Affiliate or any assignee or successor thereof (including, without limitation,
any permitted assignee of a Limited Partner under Article 9 hereof) as a result
of or arising out of any action, suit or proceeding (including mediation and
arbitration proceedings) (i) arising out of or relating to the operation of the
Partnership's business or the Limited Partner being a Partner in the Partnership
(excluding, specifically, actions, suits or proceedings arising out of actual or
alleged breaches of a Partner's representations, warranties or covenants
hereunder or pursuant to the Formation Agreement or arising out of acts by a
Limited Partner other than in its capacity as such) and (ii) naming a Limited
Partner or any of its Affiliates as a party to such proceeding. Any
indemnification pursuant to this Section 5.2(a) shall be made only out of the
assets of the Partnership and no Partner shall have any personal liability
therefor. The provisions of this Section 5.2(a) are for the benefit of the
Limited Partners, their Affiliates, employees, officers, directors and agents,
and shall not be deemed to create any rights for the benefit of any other
Persons.

                      (b) Notwithstanding the foregoing, the Partnership shall
indemnify and hold harmless the HEI Contributors of and from liabilities of the
HEI Property Companies whose HEI Property Company Interests have been acquired
by the Partnership except for any undisclosed material liability of such
Property Company as of February 14, 1997 (collectively, the "Excluded
Liabilities"); provided, however, that the Excluded Liabilities shall not
include:

                             (i) any liability incurred in the ordinary course
               of operating the applicable Hotel prior to February 14, 1997;

                             (ii) any liability disclosed by the Transaction
               Documents, the Schedules or Exhibits thereto, any supplement to
               such schedules or exhibits delivered to the Starwood Parties
               prior to February 14, 1997, the agreements, reports or other
               documents referred to in any of the foregoing, the Financial
               Statements, the financial statements prepared in connection with
               the Net Working Capital adjustment provided for in Article IV of
               the Contribution Agreement;

                             (iii) any Liability of which the Starwood Parties
               otherwise had Knowledge prior to February 14, 1997; or

                             (iv) any Liability incurred on or after February
               14, 1997;

and the Partnership shall be obligated to hold the HEI Contributors harmless
from all
<PAGE>   26
such enumerated liabilities. The provisions of this Section 5.2(b) shall be in
addition to and not in limitation of the indemnifications provided to Limited
Partners pursuant to Section 5.2(a). Any capitalized term in this Section 5.2(b)
not otherwise defined in this Agreement shall have the meaning set forth in the
HEI Contribution Agreement.

               5.3 Notice of Claims. If any Person believes that it is entitled
to indemnification under this Article 5, such Person shall so notify the
Partnership promptly in writing describing such claim for indemnification, the
amount thereof, if known, and the method of computation, all with reasonable
particularity and containing a reference to the provisions of this Agreement in
respect of which such claim shall have occurred; provided, however, that the
omission by such indemnified party to give notice as provided herein shall not
relieve the Partnership of its indemnification obligation under this Article 5
except to the extent that the Partnership is materially damaged as a result of
such failure to give notice. If any action at law or suit in equity is
instituted by or against a third party with respect to which any of the Persons
entitled to indemnification under this Article 5 intends to make a claim for
indemnification under this Article 5, any such Person shall promptly notify the
Partnership of such action or suit. Any Person entitled to indemnification
hereunder shall use reasonable efforts to minimize the amount of any claim for
indemnification hereunder.

               5.4 Third Party Claims. In the event of any claim for
indemnification hereunder resulting from or in connection with any claim or
legal proceeding by a third party, the indemnified Person shall give such notice
thereof to the Partnership not later than twenty (20) Business Days prior to the
time any response to the asserted claim is required, if possible, and in any
event within fifteen (15) Business Days following the date such indemnified
Person has actual knowledge thereof; provided, however, that the omission by
such indemnified Person to give notice as provided herein shall not relieve the
Partnership of its indemnification obligation under this Article 5 except to the
extent that the Partnership is materially damaged as a result of such failure to
give notice. In the event of any such claim for indemnification resulting from
or in connection with a claim or legal proceeding by a third party, the
Partnership may, at its sole cost and expense, assume the defense thereof;
provided, however, that counsel for the Partnership, who shall conduct the
defense of such claim or legal proceeding, shall be reasonably satisfactory to
the indemnified Person; and provided, further, that if the defendants in any
such actions include both the indemnified Persons and the Partnership and the
indemnified Persons shall have reasonably concluded that there may be legal
defenses or rights available to them which have not been waived and are in
actual or potential conflict with those available to the Partnership, the
indemnified Persons shall have the right to select one law firm reasonably
acceptable to the Partnership to act as separate counsel, on behalf of such
indemnified Persons, at the expense of the Partnership. Unless the indemnified
Persons are represented by separate counsel pursuant to the second proviso of
the immediately preceding sentence, if the Partnership assumes the defense of
any such claim or legal proceeding, it shall not consent to entry of any
judgment, or enter into any settlement, that (a) is not subject to
indemnification in accordance with the provisions in this Article 5, (b)
provides for injunctive or other non-monetary relief affecting the indemnified
Persons or (c) does not include as an unconditional term thereof the giving by
each claimant or plaintiff to such indemnified Persons of a release from all
liability with
<PAGE>   27
respect to such claim or legal proceeding, without the prior written consent of
the indemnified Persons (which consent, in the case of clauses (b) and (c),
shall not be unreasonably withheld or delayed); and provided, further, that,
unless the indemnified Persons are represented by separate counsel pursuant to
the second proviso of the immediately preceding sentence, the indemnified
Persons may, at their own expense, participate in any such proceeding with the
counsel of their choice without any right of control thereof. So long as the
Partnership is in good faith defending such claim or proceeding, the indemnified
Persons shall not compromise or settle such claim or proceeding without the
prior written consent of the Partnership, which consent shall not be
unreasonably withheld or delayed. If the Partnership does not assume the defense
of any such claim or litigation in accordance with the terms hereof, the
indemnified Persons may defend against such claim or litigation in such manner
as they may deem appropriate, including, without limitation, settling such claim
or litigation (after giving prior written notice of the same to the Partnership
and obtaining the prior written consent of the Partnership, which consent shall
not be unreasonably withheld or delayed) on such terms as the indemnified
Persons may deem appropriate, and the Partnership will promptly indemnify the
indemnified Persons in accordance with the provisions of this Article 5.

               5.5 Indemnification Pursuant to Formation Agreement. If any
obligation pursuant to the indemnification provisions of Article IX of the
Formation Agreement would otherwise require the indemnifying Person to make a
cash payment to the indemnified Person then, subject to Article 9 hereof, in
lieu of making all or any portion of such cash payment, the indemnifying Person
may transfer Units of equivalent value to the indemnified Person. For purposes
of the preceding sentence, the value of a Unit shall be treated as equal to
ninety-five (95) percent of the average closing price of a Paired Share for the
ten (10) trading day period commencing fifteen (15) trading days prior to the
date the indemnifying Person would otherwise be required to pay cash to the
indemnified Person. Indemnification through the transfer of Units pursuant to
this Section 5.5 may only made if (a) indemnification through the transfer of an
equal number of units of the Operating Partnership is being made pursuant to
Section 5.5 of the Second Amended and Restated Limited Partnership Agreement of
SLC Operating Limited Partnership or (b) the indemnifying Person otherwise makes
arrangements for the transfer to the indemnified Person (or its designee) of an
equal number of units of the Operating Partnership.


                                    ARTICLE 6

         Allocations, Distributions and Other Tax and Accounting Matters

               6.1 Allocations. The Net Income, Net Loss and other Partnership
items shall be allocated pursuant to the provisions of this Section 6.1 hereto.

                      (a)    Allocation of Net Income and Net Loss.

                             (i) Net Income. Except as otherwise provided
herein, Net Income for any fiscal year or other applicable period shall be
allocated in the
<PAGE>   28
following order and priority:

                                    (A) first, to the General Partner, until the
cumulative Net Income allocated pursuant to this clause (i)(A) for the current
and all prior periods equals the cumulative Net Loss allocated pursuant to the
last sentence of clause (ii) hereof for all prior periods; and

                                    (B) thereafter, the balance of Net Income,
if any, shall be allocated to the holders of Units in accordance with their
respective holdings of Units.

                             (ii) Net Loss. Except as otherwise provided herein,
Net Loss of the Partnership for each fiscal year or other applicable period
shall be allocated to the holders of Units in accordance with their respective
holdings of Units. The preceding sentence notwithstanding, to the extent any Net
Loss allocated to a holder would cause such a holder to have an Adjusted Capital
Account Deficit as of the end of the fiscal year to which such Net Loss relates,
such Net Loss shall not be allocated to such holder and instead shall be
allocated to the General Partner.

                      (b) Special Allocations. Notwithstanding any provisions of
Section 6.1(a) hereof, the following special allocations shall be made in the
following order:

                             (i) Minimum Gain Chargeback. Notwithstanding any
other provision of this Article 6, if there is a net decrease in Partnership
Minimum Gain for any Partnership fiscal year (except as a result of conversion
or refinancing of Partnership indebtedness, certain capital contributions or
revaluation of the Partnership property as further outlined in Section
1.704-2(f) of the Regulations), each holder of Units shall be specially
allocated items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to that holder's share of the net decrease
in Partnership Minimum Gain as determined under Section 1.704-2(g) of the
Regulations. The items to be so allocated shall be determined in accordance with
Section 1.704-2(f) of the Regulations. This clause (i) is intended to comply
with the minimum gain chargeback requirement in said section of the Regulations
and shall be interpreted consistently therewith. Allocations pursuant to this
clause (i) shall be made in proportion to the respective amounts required to be
allocated to each holder of Units pursuant hereto.

                             (ii) Minimum Gain Chargeback Attributable to
Partner Nonrecourse Debt. Notwithstanding any other provision of this Article 6,
if there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse
Debt during any fiscal year (other than due to the conversion, refinancing or
other change in the debt instrument causing it to become partially or wholly
nonrecourse, certain capital contributions, or certain revaluations of
Partnership property (as further outlined in Section 1.704-2(i)(4) of the
Regulations), each holder of Units shall be specially allocated items of
Partnership income and gain for such year (and, if necessary, subsequent years)
in an amount equal to the holder's share of the net decrease in the Minimum Gain
Attributable to Partner Nonrecourse Debt as determined under Section
<PAGE>   29
1.704-2(i) of the Regulations. The items to be so allocated shall be determined
in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This
clause (ii) is intended to comply with the minimum gain chargeback requirement
with respect to Partner Nonrecourse Debt contained in said section of the
Regulations and shall be interpreted consistently therewith. Allocations
pursuant to this clause (ii) shall be made in proportion to the respective
amounts required to be allocated to each holder of Units.

                             (iii) Qualified Income Offset. In the event a
holder of Units unexpectedly receives any adjustments, allocations or
distributions described in Section 1.704-1(b)(2)(ii) (d)(4), (5), or (6) of the
Regulations, and such holder has an Adjusted Capital Account Deficit, items of
Partnership income and gain shall be specially allocated to such holder in an
amount and manner sufficient to eliminate the Adjusted Capital Account Deficit
as quickly as possible, provided that an allocation pursuant to this Section
6.1(b)(iii) shall be made only if and to the extent that such holder would have
Adjusted Capital Account Deficit after all other allocations provided for in
this Article VI have been tentatively made as if this Section 6.1(b)(iii) were
not in the Agreement. This clause (iii) is intended to constitute a "qualified
income offset" under Section 1.704-1(b)(2)(ii) (d) of the Regulations and shall
be interpreted consistently therewith.

                             (iv) Gross Income Allocation. In the event any
holder of Units has a deficit Capital Account at the end of any fiscal year
which is in excess of the sum of (x) the amount such holder is obligated to
restore pursuant to any provision of this Agreement, and (y) the amount such
holder is deemed to be obligated to restore pursuant to the penultimate
sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, each
such holder shall be specially allocated items of Partnership income and gain in
the amount of such excess as quickly as possible, provided that an allocation
pursuant to this Section 6.1(b)(iv) shall be made only if and to the extent that
such holder would have a Capital Account Deficit in excess of such sum after all
other allocations provided for in this Article 6 have been made as if Section
6.1(b)(iii) hereof and this Section 6.1(b)(iv) were not in the Agreement.

                             (v) Nonrecourse Deductions. Nonrecourse Deductions
for any fiscal year or other applicable period shall be allocated to the holders
of Units in accordance with their respective holdings of Units. For purposes of
Section 1.752-3(a) (3) of the Regulations, "excess nonrecourse liabilities"
shall be allocated among the holders of Units in proportion to their respective
holdings of Units.

                             (vi) Partner Nonrecourse Deductions. Partner
Nonrecourse Deductions for any fiscal year or other applicable period shall be
specially allocated to the holder of Units that bears the economic risk of loss
with respect to the Partner Nonrecourse Debt in respect of which such Partner
Nonrecourse Deductions are attributable (as determined under Sections 1.704-2(b)
(4) and (i) (1) of the Regulations).

                             (vii) Section 754 Adjustments. To the extent an
adjustment to the adjusted tax basis of any Partnership asset pursuant to
Section 734(b) or Section 743(b) of the Code is required, pursuant to Section
1.704-1(b)(2)(iv)(m)(2) or Section 1.704-
<PAGE>   30
1(b)(2)(iv)(m)(4) of the Regulations, to be taken into account in determining
Capital Accounts, the amount of such adjustment to Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the asset)
or loss (if the adjustment decreases such basis) and such gain or loss shall be
specially allocated to holders of Units in accordance with their interests in a
manner consistent with the manner in which their Capital Accounts are required
to be adjusted pursuant to such sections of the Regulations.

                             (viii) Curative Allocations. The Regulatory
Allocations shall be taken into account in allocating other items of income,
gain, loss, and deduction among the holders of Units so that, to the extent
possible, the cumulative net amount of allocations of Partnership items under
Sections 6.1(a) and (b) hereof shall be equal to the net amount that would have
been allocated to each holder of Units if the Regulatory Allocations had not
occurred. This subparagraph (viii) is intended to minimize to the extent
possible and to the extent necessary any economic distortions which may result
from application of the Regulatory Allocations and shall be interpreted in a
manner consistent therewith. For purposes hereof, "Regulatory Allocations" shall
mean the allocations provided under this Section 6.1(b) (other than this
subparagraph) and allocations pursuant to the last sentence of Section
6.1(a)(ii) hereof.

                             (ix) Varying Interests. In the event the number of
Units outstanding during a fiscal year changes, the allocations pursuant to this
Article 6 shall be made by the General Partner to take such varying interests
into account in any reasonable manner permitted under the Code and the
Regulations.

                      (c)    Tax Allocations.

                             (i) Generally. Subject to clauses (ii) and (iii)
hereof, items of income, gain, loss, deduction and credit to be allocated for
income tax purposes (collectively, "Tax Items") shall be allocated among the
holders of Units on the same basis as their respective book items.

                             (ii) Sections 1245/1250 Recapture. If any portion
of gain from the sale of property is treated as gain which is ordinary income by
virtue of the application of Sections 1245 or 1250 of the Code ("Affected
Gain"), then (A) such Affected Gain shall be allocated among the holders of
Units in the same proportion that the depreciation and amortization deductions
giving rise to the Affected Gain were allocated and (B) other Tax Items of gain
of the same character that would have been recognized, but for the application
of Sections 1245 and/or 1250 of the Code, shall be allocated away from those
holders of Units who are allocated Affected Gain pursuant to clause (A) so that,
to the extent possible, the other holders of Units are allocated the same
amount, and type, of capital gain that would have been allocated to them had
Sections 1245 and/or 1250 of the Code not applied. For purposes hereof, in order
to determine the proportionate allocations of depreciation and amortization
deductions for each fiscal year or other applicable period, such deductions
shall be deemed allocated on the same basis as Net Income or Net Loss for such
respective period.

                             (iii) Allocations Respecting Section 704(c) of the
Code
<PAGE>   31
and Revaluations. Property contributed to the Partnership shall be subject to
Section 704(c) of the Code and the Regulations thereunder so that,
notwithstanding paragraph (b) hereof, taxable gain from disposition, taxable
loss from disposition and tax depreciation with respect to Partnership property
that is subject to Section 704(c) of the Code and/or Section 1.704-1(b) (2) (iv)
(f) of the Regulations (collectively "Section 704(c) Tax Items") shall be
allocated on a property by property basis in accordance with said Code Section
and/or the Regulations thereunder, as the case may be. The allocation of Section
704(c) Tax Items shall be made pursuant to any reasonable method selected by the
General Partner in its discretion authorized under Section 1.704-3 of the
Regulations. Allocations pursuant to this Section 6.1(c)(iii) are solely for
purposes of federal, state, and local taxes and shall not affect, or in any way
be taken into account in computing, the Capital Account or share of Net Income,
Net Loss, other items, or distributions of any holder of Units pursuant to any
provision of this Agreement.

                             (iv) Tax Credits and Other Items. Tax credits and
other items shall be allocated in accordance with the holdings of Units to the
extent permitted under Section 1.704-1(b)(4)(ii) of the Regulations or other
applicable provision of the Code and Regulations and otherwise in accordance
with such provisions.

                             (v) Senior Debt. Any income (including income from
discharge of indebtedness), gain, correlative adjustments, loss, deduction or
retirement or other premium relating to the assumption of the Senior Debt by the
Partnership, the repayment of or refinancing of the Senior Debt, the
contribution of any portion of the Senior Debt to the Partnership or the
defeasance of any portion of the Senior Debt as a result of the application of
Section 108(e)(4) of the Code and the Regulations thereunder shall be specially
allocated to the General Partner.

                             (vi) Bonds. Income, gain, loss or correlative
adjustments, if any, relating to the Suites Bonds or the disposition thereof
shall be specially allocated to HSR (or its assignees or
successors-in-interest). Income, gain, loss or correlative adjustments, if any,
relating to the Inns Bonds or the disposition thereof shall be specially
allocated to HSR (or its assignees or successors-in-interest).

               6.2 Distributions. The General Partner shall cause the
Partnership to distribute all, or such portion as the General Partner may in its
reasonable discretion determine, of Net Cash Flow to the holders of Units who
are holders on the Partnership Record Date with respect to such distribution.
All such distributions shall be made pro rata in accordance with the holder's
ownership of Units. Notwithstanding the foregoing, the General Partner is
authorized to cause the Partnership to distribute sufficient amounts, pro rata
by ownership of Units, to enable the General Partner to pay shareholder
dividends that will satisfy the REIT Requirements.

               6.3 Books of Account. At all times during the continuance of the
Partnership, the General Partner shall maintain or cause to be maintained full,
true, complete and correct books of account in accordance with GAAP, using the
calendar year as the fiscal and taxable year of the Partnership. In addition,
the Partnership shall keep all records required to be kept pursuant to the Act.
<PAGE>   32
                     6.4 Reports. The General Partner shall cause to be sent to
the Partners promptly after receipt of the same from the Accountants and in no
event later than 105 days after the close of each fiscal year of the
Partnership, copies of Audited Financial Statements for the Partnership, or of
the General Partner if such statements are prepared solely on a consolidated
basis with the General Partner, for the immediately preceding fiscal year of the
Partnership. The Partnership shall also cause to be prepared such reports and/or
information as are necessary for the General Partner to determine its
qualification as a REIT and its compliance with REIT Requirements.

                     6.5 Tax Elections and Returns. All elections required or
permitted to be made by the Partnership under any applicable tax law shall be
made by the General Partner in its sole and absolute discretion, except that the
General Partner shall, if requested by a Limited Partner, file an election on
behalf of the Partnership pursuant to Section 754 of the Code to adjust the
basis of the Partnership property in the case of a transfer of a Partnership
Interest or distribution from the Partnership, including transfers made in
connection with the exercise of the Rights, made in accordance with the
provisions of the Agreement. The General Partner shall be responsible for
preparing and filing all federal and state tax returns for the Partnership and
furnishing copies thereof to the Partners, together with required Partnership
schedules showing allocations of tax items, copies of all within the period of
time prescribed by law. The General Partner shall use reasonable efforts to make
available to the holders of Units final K-1's not later than September 15 of
each year.

                     6.6 Tax Matters Partner. The General Partner is hereby
designated as the Tax Matters Partner within the meaning of Section 6231(a)(7)
of the Code (and any corresponding provisions of state and local law) for the
Partnership; provided, however, that (a) in exercising its authority as Tax
Matters Partner, the General Partner shall be limited by the provisions of this
Agreement affecting tax aspects of the Partnership; and (b) the General Partner
shall give prompt notice to any notice partners under Section 6231 of the Code
of the receipt of any written notice that the Internal Revenue Service intends
to examine or audit Partnership income tax returns for any year, receipt of
written notice of the beginning of an administrative proceeding at the
Partnership level relating to the Partnership under Section 6223 of the Code,
receipt of written notice of the final Partnership administrative adjustment
relating to the Partnership pursuant to Section 6223 of the Code, and receipt of
any request from the Internal Revenue Service for waiver of any applicable
statute of limitations with respect to the filing of any tax return by the
Partnership.

                     6.7 Withholding Payments Required By Law.

                         (a) Unless treated as a Tax Payment Loan (as
hereinafter defined), any amount paid by the Partnership for or with respect to
any holder of Units on account of any withholding tax or other tax payable with
respect to the income, profits or distributions of the Partnership pursuant to
the Code, the Regulations, or any state or local statute, regulation, notice,
ruling or ordinance requiring such payment (a "Withholding Tax Act") shall be
treated as a distribution to such holder for all purposes
<PAGE>   33
of this Agreement, consistent with the character or source of the income,
profits or cash which gave rise to the payment or withholding obligation. To the
extent that the amount required to be remitted by the Partnership under the
Withholding Tax Act exceeds the amount then otherwise distributable to such
holder, unless and to the extent that funds shall have been provided by such
holder pursuant to the last sentence of this Section 6.7(a), the excess shall
constitute a loan from the Partnership to such holder (a "Tax Payment Loan")
which shall be payable upon demand and shall bear interest, from the date that
the Partnership makes the payment to the relevant taxing authority, at the rate
announced from time to time by Citibank, N.A. (or any successor thereto) as its
"prime rate", plus four (4) percent per annum, compounded monthly (but in no
event higher than the highest interest rate permitted by applicable law). So
long as any Tax Payment Loan to any holder of Units or the interest thereon
remains unpaid, the Partnership shall make future distributions due to such
holder under this Agreement by applying the amount of any such distributions
first to the payment of any unpaid interest on such Tax Payment Loan and then to
the repayment of the principal thereof, and no such future distributions shall
be paid to such holder until all of such principal and interest has been paid in
full. If the amount required to be remitted by the Partnership under the
Withholding Tax Act exceeds the amount then otherwise distributable to a holder
of Units, the Partnership shall notify such holder at least five (5) Business
Days in advance of the date upon which the Partnership would be required to make
a Tax Payment Loan under this Section 6.7(a) (the "Tax Payment Loan Date") and
provide such holder the opportunity to pay to the Partnership, on or before the
Tax Payment Loan Date, all or a portion of such deficit.

                      (b) The General Partner shall have the authority to take
all actions necessary to enable the Partnership to comply with the provisions of
any Withholding Tax Act applicable to the Partnership and to carry out the
provisions of this Section 6.7. Nothing in this Section 6.7 shall create any
obligation on the General Partner to advance funds to the Partnership or to
borrow funds from third parties in order to make any payments on account of any
liability of the Partnership under a Withholding Tax Act.

                      (c) In the event that a Tax Payment Loan is not paid by a
holder of Units within thirty (30) days after written demand therefor is made by
the General Partner, the General Partner may cause all distributions that would
otherwise be made to such holder to be retained by the Partnership, or sell such
holder's Units for sale proceeds, in each case up to the amount necessary to
repay such Tax Payment Loan, including all accrued and unpaid interest therein,
and such retained distributions or sale proceeds shall be applied against,
first, the accrued interest on and, second, the principal of, such Tax Payment
Loan.


                                    ARTICLE 7

             Rights, Duties and Restrictions of the General Partner

               7.1    Powers and Duties of the General Partner.
<PAGE>   34
                      (a) The General Partner shall be responsible for the
management of the Partnership's business and affairs. Except as otherwise herein
expressly provided, the General Partner shall have, and is hereby granted, full
and complete power, authority and discretion to take such action for and on
behalf of the Partnership and in its name as the General Partner shall, in its
sole and absolute discretion, deem necessary or appropriate to carry out the
Partnership's business and the purposes for which the Partnership was organized.
Except as otherwise expressly provided herein, the General Partner shall, on
behalf of, and at the expense of, the Partnership, have the right, power and
authority:

                             (i) to manage, control, invest, reinvest, acquire
by purchase, lease or otherwise, sell, contract to purchase or sell, grant,
obtain, or exercise options to purchase, options to sell or conversion rights,
assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon,
improve, repair, maintain, insure, lease for any term and otherwise deal with
any and all property of whatsoever kind and nature, and wheresoever situated, in
furtherance of the business or purposes of the Partnership;

                             (ii) to acquire, directly or indirectly, interests
in real estate of any kind and of any type, and any and all kinds of interests
therein (including, without limitation, Entities investing therein), and to
determine the manner in which title thereto is to be held; to manage (directly
or through property managers), insure against loss, protect and subdivide any of
the real estate, interests therein or parts thereof; to improve, develop or
redevelop any such real estate; to participate in the ownership and development
of any property; to dedicate for public use, to vacate any subdivisions or parts
thereof, to resubdivide, to contract to sell, to grant options to purchase or
lease, to sell on any terms; to convey, mortgage, pledge or otherwise encumber
said property, or any part thereof; to lease said property or any part thereof
from time to time, upon any terms and for any period of time, and to renew or
extend leases, to amend, change or modify the terms and provisions of any leases
and to grant options to lease and options to renew leases and options to
purchase; to partition or to exchange said real property, or any part thereof,
for other real or personal property; to grant easements or charges of any kind;
to release, convey or assign any right, title or interest in or about or
easement appurtenant to said property or any part thereof; to construct and
reconstruct, remodel, alter, repair, add to or take from buildings on any
property in which the Partnership owns an interest; to insure any Person having
an interest in or responsibility for the care, management or repair of such
property; to direct the trustee of any land trust to mortgage, lease, convey or
contract to convey the real estate held in such land trust or to execute and
deliver deeds, mortgages, notes and any and all documents pertaining to the
property subject to such land trust or in any matter regarding such trust; and
to execute assignments of all or any part of the beneficial interest in such
land trust;

                             (iii) to employ, engage, indemnify or contract with
or dismiss from employment or engagement Persons to the extent deemed necessary
or appropriate by the General Partner for the operation and management of the
Partnership business, including but not limited to contractors, subcontractors,
engineers, architects, surveyors, mechanics, consultants, accountants,
attorneys,
<PAGE>   35
insurance brokers, real estate brokers and others;

                             (iv) to enter into contracts on behalf of the
Partnership, and to cause all Administrative Expenses to be paid;

                             (v) to borrow or loan money, obtain or make loans
and advances from and to any Person for Partnership purposes and to apply for
and secure from or accept and grant to any Person credit or accommodations; to
contract liabilities and obligations (including interest rate swaps, caps and
hedges) of every kind and nature with or without security; and to repay,
collect, discharge, settle, adjust, compromise or liquidate any such loan,
advance, obligation or liability;

                             (vi) to grant security interests, mortgage, assign,
deposit, deliver, enter into sale and leaseback arrangements or otherwise give
as security or as additional or substitute security or for sale or other
disposition any and all Partnership property, tangible or intangible, including,
but not limited to, personal property and real estate and interests in land
trusts, and to make substitutions thereof, and to receive any proceeds thereof
upon the release or surrender thereof; to sign, execute and deliver any and all
assignments, deeds, bills of sale and contracts and instruments in writing; to
authorize, give, make, procure, accept and receive moneys, payments, property
notices, demands, protests and authorize and execute waivers of every kind and
nature; to enter into, make, execute, deliver and receive agreements,
undertakings and instruments of every kind and nature; and generally to do any
and all other acts and things incidental to any of the foregoing or with
reference to any dealings or transactions which the General Partner may deem
necessary, proper or advisable to effect or accomplish any of the foregoing or
to carry out the business and purposes of the Partnership;

                             (vii) to acquire and enter into any contract of
insurance (including, without limitation, general partner liability and
partnership reimbursement insurance policies) which the General Partner may deem
necessary or appropriate;

                             (viii) to conduct any and all banking transactions
on behalf of the Partnership; to adjust and settle checking, savings and other
accounts with such institutions as the General Partner shall deem appropriate;
to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any
checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings
and other instruments for or relating to the payment of money in, into or from
any account in the Partnership's name; to make deposits into and withdrawals
from the Partnership's bank accounts and to negotiate or discount commercial
paper, acceptances, negotiable instruments, bills of exchange and dollar drafts;

                             (ix) to demand, sue for, receive and otherwise take
steps to collect or recover all debts, rents, proceeds, interests, dividends,
goods, chattels, income from property, damages and all other property, to which
the Partnership may be entitled or which are or may become due the Partnership
from any Person; to commence, prosecute or enforce, or to defend, answer or
oppose, contest and abandon all legal proceedings in which the Partnership is or
may hereafter be
<PAGE>   36
interested; and to settle, compromise or submit to arbitration any accounts,
debts, claims, disputes and matters which may arise between the Partnership and
any other Person and to grant an extension of time for the payment or
satisfaction thereof on any terms, with or without security;

                             (x) to acquire interests in and contribute money or
property to any limited or general partnerships, joint ventures, subsidiaries or
other entities as the General Partner deems desirable;

                             (xi) to maintain or cause to be maintained the
Partnership's books and records;

                             (xii) to prepare and deliver, or cause to be
prepared and delivered, all financial and other reports with respect to the
operations of the Partnership, and preparation and filing of all tax returns and
reports;

                             (xiii) to do all things which are necessary or
advisable for the protection and preservation of the Partnership's business and
assets, and to execute and deliver such further instruments and undertake such
further acts as may be necessary or desirable to carry out the intent and
purposes of this Agreement and as are not inconsistent with the terms hereof;

                             (xiv) subject to Section 7.4 hereof, to lease any
or all of the Properties to SLC, the Operating Partnership or the Affiliates of
either or to any other Person on such terms and conditions as the General
Partner may from time to time agree; and

                             (xv) in general, to exercise all of the general
rights, privileges and powers permitted to be had and exercised under the Act.

To the extent the duties of the General Partner require expenditures of funds to
be paid to third parties, the General Partner shall not have any obligations
hereunder except to the extent that Partnership funds are reasonably available
to it for the performance of such duties, and nothing herein contained shall be
deemed to require the General Partner, in its capacity as such, to expend its
individual funds for payment to third parties or to undertake any specific
liability or litigation on behalf of the Partnership.

                      (b) Notwithstanding the provisions of Section 7.1(a)
hereof, the Partnership shall not take any action which (or fail to take any
action, the omission of which) the General Partner believes, in its sole and
absolute discretion, (i) could adversely affect the ability of the General
Partner to qualify or continue to qualify as a REIT, (ii) could subject SLT to
any additional taxes under Section 857 or Section 4981 of the Code or other
potentially adverse consequences under the Code, (iii) could otherwise cause the
General Partner to violate the REIT Requirements or (iv) could violate any law
or regulation of any governmental body or agency having jurisdiction over the
General Partner or its securities, unless such action (or inaction) shall have
been specifically consented to by the General Partner in writing.
<PAGE>   37
                      (c) Notwithstanding the provisions of Section 7.1(a)
hereof, the Partnership shall not commingle its funds with those of any
Affiliate or other entity; funds and other assets of the Partnership shall be
separately identified and segregated; all of the Partnership's assets shall at
all times be held by or on behalf of the Partnership, and, if held on behalf of
the Partnership by another entity, shall at all times be kept identifiable (in
accordance with customary usages) as assets owned by the Partnership; and the
Partnership shall maintain its own separate bank accounts, payroll and books of
account.

                      (d) Without the consent of the Limited Partners, the
General Partner shall have no power to do any act in contravention of this
Agreement or possess any Partnership property for other than a partnership
purpose.


               7.2    Reimbursement of the General Partner.

                      (a) Except as provided in this Section 7.2 and elsewhere
in this Agreement (including the provisions of Articles 5, 6 and 8 hereof
regarding distributions, payments and allocations to which it may be entitled),
the General Partner shall not receive payments from or be compensated for its
services as general partner of the Partnership.

                      (b) The General Partner shall be reimbursed on a monthly
basis, or such other basis as the General Partner may determine in its sole and
absolute discretion, for all expenses it incurs relating to the ownership and
operation of, or for the benefit of, the Partnership, including, without
limitation, the Administrative Expenses. Such reimbursements shall be in
addition to any reimbursement to the General Partner as a result of
indemnification pursuant to Section 5.1 hereof.

                      (c) To the extent that any amount paid or credited to the
General Partner or its officers, directors, employees or agents pursuant to
Section 5.1 or Section 7.2(b) would constitute gross income to the General
Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General
Partner Payment") then, notwithstanding any other provision of this Agreement,
the amount of such General Partner Payments for any fiscal year shall not exceed
the lesser of:

               (i)    an amount equal to the excess, if any, of (a) 4.95% of the
                      General Partner's total gross income (but not including
                      the amount of any General Partner Payments) for the fiscal
                      year which is described in subsections (A) through (H) of
                      Section 856(c)(2) of the Code over (b) the amount of gross
                      income (within the meaning of Section 856(c)(2) of the
                      Code) derived by a General Partner from sources other than
                      those described in subsections (A) through (H) of Section
                      856(c)(2) of the Code (but not including the amount of any
                      General Partner Payments): or

               (ii)   an amount equal to the excess, if any, of (a) 24.95% of
                      the General Partner's total gross income (but not
                      including the amount of any General Partner Payments) for
                      the fiscal year which is described in
<PAGE>   38
                      subsections (A) through (I) of Section 856(c)(3) of the
                      Code over (b) the amount of gross income (within the
                      meaning of Section 856(c)(3) of the Code) derived by the
                      General Partner from sources other than those described in
                      subsections (A) through (I) of Section 856(c)(3) of the
                      Code (but not including the amount of any General Partner
                      Payments);

provided, however, that General Partner Payments in excess of the amounts set
forth in subparagraphs (i) and (ii) above may be made if the General Partner, as
a condition precedent, obtains an opinion of tax counsel that the receipt of
such excess amounts would not adversely affect the General Partner's ability to
quality as a REIT. To the extent General Partner Payments may not be made in a
fiscal year due to the foregoing limitations, such General Partner Payments
shall carry over and be treated as arising in the following year, provided,
however, that such amounts shall not carry over for more than five years, and if
not paid within such five year period, shall expire; provided further, that (i)
as General Partner Payments are made, such payments shall be applied first to
carry over amounts outstanding, if any, and (ii) with respect to carry over
amounts for more than one fiscal year, such payments shall be applied to the
earliest fiscal year first.

               7.3 Outside Activities of the General Partner. The General
Partner shall not directly or indirectly enter into or conduct any business
other than (a) the ownership, acquisition and disposition of Partnership
Interests as the General Partner or Limited Partner and the management of the
business of the Partnership, and (b) such activities as are incidental thereto,
including the General Partner's ownership directly or through a wholly-owned
subsidiary of an interest in a partnership or limited liability company in which
the Partnership is a partner or member. All future acquisitions of real estate
by the General Partner shall be made through and for the benefit of the
Partnership. The General Partner agrees that the net proceeds of all offerings
of securities by the General Partner shall be contributed to the Partnership (in
the case of equity offerings) or loaned to the Partnership (in the case of debt
offerings). The foregoing notwithstanding, this Section 7.3 shall not restrict
the activities or investments of the General Partner if the General Partner
makes such arrangements as are reasonably necessary to avoid such activities or
investments having a material adverse impact on the Limited Partners and to
assure that the Limited Partners share in the economic benefits of such
activities or investments in a fair and equitable manner.

               7.4 Contracts with Affiliates. The Partnership may engage in
transactions, enter into contracts with Affiliates, and lend money to or borrow
money from Affiliates which are on terms fair and reasonable to the Partnership
and no less favorable to the Partnership than would be obtained from
unaffiliated third parties. The Partners hereby agree that the Partnership's
leases and loans with the Operating Partnership, SLC and its Affiliates, as in
effect on the date first above written, are on terms fair and reasonable to the
Partnership and such terms are no less favorable to the Partnership than would
be obtained from unaffiliated third parties.

               7.5 Title to Partnership Assets. Title to Partnership assets,
whether real, personal or mixed and whether tangible or intangible, shall be
deemed to be
<PAGE>   39
owned by the Partnership as an entity, and no Partner, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, the General Partner or one or more nominees, as
the General Partner may determine, including Affiliates of the General Partner.
The General Partner hereby acknowledges and confirms that any Partnership assets
for which legal title is held in the name of the General Partner or any nominee
or Affiliate of the General Partner shall be held by the General Partner for the
use and benefit of the Partnership in accordance with the provisions of this
Agreement; provided, however, that the General Partner shall use its best
efforts to cause beneficial and record title to such assets to be vested in the
Partnership as soon as reasonably practicable. All Partnership assets shall be
recorded as the property of the Partnership in its books and records,
irrespective of the name in which legal title to such Partnership assets is
held.

               7.6 Reliance by Third Parties. Notwithstanding anything to the
contrary in this Agreement, any Person dealing with the Partnership shall be
entitled to assume that the General Partner has full power and authority to
encumber, sell or otherwise use in any manner any and all assets of the
Partnership and to enter into any contracts on behalf of the Partnership, and
such Person shall be entitled to deal with the General Partner as if it were the
Partnership's sole party in interest, both legally and beneficially. In no event
shall any Person dealing with the General Partner or its representatives be
obligated to ascertain that the terms of this Agreement have been complied with
or to inquire into the necessity or expedience of any act or action of the
General Partner or its representatives. Each and every certificate, document or
other instrument executed on behalf of the Partnership by the General Partner
shall be conclusive evidence in favor of any and every Person relying thereon or
claiming thereunder that (i) at the time of the execution and delivery of such
certificate, document or instrument, this Agreement was in full force and
effect, (ii) the Person executing and delivering such certificate, document or
instrument was duly authorized and empowered to do so for and on behalf of the
Partnership and (iii) such certificate, document or instrument was duly executed
and delivered in accordance with the terms and provisions of this Agreement and
is binding upon the Partnership.

               7.7    Liability of the General Partner.

                      (a) Notwithstanding anything to the contrary set forth in
this Agreement, the General Partner shall not be liable for monetary or other
damages to the Partnership, any of the Partners or any assignee of any interest
of any Partner for losses sustained or liabilities incurred as a result of
errors in judgment or of any act or omission if the General Partner acted
without fraud, gross negligence or willful misconduct.

                      (b) The Limited Partners expressly acknowledge (i) that
the General Partner is acting on behalf of the Partnership and the General
Partner's shareholders collectively, (ii) that, subject to the terms and
conditions of this Agreement, the General Partner may, but is under no
obligation to, consider the separate interests of the Limited Partners
(including, without limitation, the tax consequences to Limited Partners or any
assignees thereof except as provided in this
<PAGE>   40
Agreement) in deciding whether to cause the Partnership to take (or decline to
take) any actions, and (iii) that the General Partner shall not be liable for
monetary damages for losses sustained, liabilities incurred, or benefits not
derived by Limited Partners in connection with such decisions, provided that the
General Partner acted without fraud, gross negligence or willful misconduct.

                      (c) Subject to its obligations and duties as General
Partner set forth in Section 7.1 hereof, the General Partner may exercise any of
the powers granted to it by this Agreement and perform any of the duties imposed
upon it hereunder either directly or by or through agents. The General Partner
shall not be responsible for any fraud, willful misconduct or gross negligence
on the part of any such agent appointed by it without fraud, gross negligence or
willful misconduct.

                      (d) Any amendment, modification or repeal of this Section
7.7 or any provision hereof shall be prospective only and shall not in any way
affect the limitations on the General Partner's liability to the Partnership and
the Limited Partners under this Section 7.7 as in effect immediately prior to
such amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may be asserted.

               7.8    Other Matters Concerning the General Partner.

                      (a) The General Partner may rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, or other document reasonably believed by it to be
genuine and to have been signed or presented by the proper party or parties.

                      (b) The General Partner may consult with legal counsel,
accountants, appraisers, management consultants, investment bankers and other
consultants and advisers selected by it, and any act taken or omitted to be
taken in reliance upon the advice or opinion of such Persons as to matters which
the General Partner reasonably believes to be within such Person's professional
or expert competence and in accordance with such advice or opinion shall be
prima facie evidence that such actions have been done or omitted in good faith.

                      (c) The General Partner shall have the right, in respect
of any of its powers or obligations hereunder, to act through any of its duly
authorized officers and any attorney or attorneys-in-fact duly appointed by the
General Partner. Each such attorney shall, to the extent provided by the General
Partner in the power of attorney, have full power and authority to do and
perform all and every act and duty which is permitted or required to be done by
the General Partner hereunder.

               7.9    Operation of SLT in Accordance with REIT Requirements.

                      (a) The Partners acknowledge and agree the General Partner
has the authority to cause the Partnership to be operated in a manner that will
enable the General Partner to (i) satisfy the REIT Requirements and (ii) avoid
the imposition of
<PAGE>   41
any federal income or excise tax liability on the General Partner. The General
Partner has the authority to cause the Partnership to avoid taking any action
which would result in the General Partner ceasing to satisfy the REIT
Requirements or would result in the imposition of any federal income or excise
tax liability on the General Partner.

                      (b) Without the prior consent of the General Partner, no
Limited Partner or holder of Units or any Affiliate shall take any action,
including acquiring, directly or indirectly, an interest in any tenant of a
Property (including, but not limited to, the Operating Partnership, SLC or the
Affiliates of either), which would have, through the actual or constructive
ownership of any tenant of any Property, the effect of causing the percentage of
the gross income of SLT that fails to be treated as "rents from real property"
within the meaning of Section 856(d)(2) of the Code to exceed such percentage on
the date hereof. Each Limited Partner and holder of Units shall use its best
efforts to notify the General Partner on a timely basis of any direct or
indirect acquisition or potential direct or indirect acquisition of Paired
Shares by such Limited Partner or holder or any Affiliate or direct or indirect
owner of an interest in such Limited Partner or holder that could reasonably be
expected to have such effect.

               7.10 Replacement of General Partner. In the event the General
Partner is no longer a Partner (whether in accordance with the provisions of
this Agreement or otherwise), a successor General Partner shall be appointed by
a vote of a Majority-in-Interest of the Limited Partners.


                                    ARTICLE 8

                     Dissolution, Liquidation and Winding-Up

               8.1 Accounting. In the event of the dissolution, liquidation and
winding-up of the Partnership, a proper accounting shall be made of the Capital
Account of each holder of Units and of the Net Income or Net Loss of the
Partnership from the date of the last previous accounting to the date of
dissolution.

               8.2    Distribution on Dissolution.

                      (a) In the event of the dissolution and liquidation of the
Partnership for any reason, the assets of the Partnership shall be liquidated
for distribution in the following rank and order:

                             (i) payment of creditors of the Partnership,
including creditors who are Partners or former Partners;

                             (ii) establishment of reserves as provided by the
Liquidating Trustee to provide for contingent liabilities, if any;


                             (iii) to the holders of Units in accordance with
the positive balances in their Capital Accounts after giving effect to all
contributions, distributions
<PAGE>   42
and allocations for all periods.

Whenever the Liquidating Trustee reasonably determines that any reserves
established pursuant to paragraph (ii) above are in excess of the reasonable
requirements of the Partnership, the amount determined to be excess shall be
distributed to the Partners in accordance with the provisions of this Section
8.2(a). No Partner or holder of Units shall be liable to any other Partner or
holder of Units for a deficit balance in its Capital Account.

                      (b) Notwithstanding the provisions of Section 8.2(a)
hereof which require liquidation of the assets of the Partnership, but subject
to the order of priorities set forth therein, if prior to or upon dissolution of
the Partnership the Liquidating Trustee determines that an immediate sale of
part or all of the Partnership's assets would be impractical or would cause
undue loss to the Partners, the Liquidating Trustee may, in its sole and
absolute discretion, defer for a reasonable time liquidation of any assets
except those necessary to satisfy liabilities of the Partnership (including to
those Partners which are creditors of the Partnership) and/or, with the Consent
of the Limited Partners, distribute to the Partners, in lieu of cash, as tenants
in common and in accordance with the provisions of Section 8.2(a) hereof,
undivided interests in such Partnership assets as the Liquidating Trustee deems
not suitable for liquidation. Any such distributions in kind shall be made only
if, in the good faith judgment of the Liquidating Trustee, such distributions in
kind are in the best interest of the Partners, and shall be subject to such
conditions relating to the disposition and management of such properties as the
Liquidating Trustee deems reasonable and equitable and to any agreements
governing the operation of such properties at such time. The Liquidating Trustee
shall determine the fair market value of any property distributed in kind using
such reasonable method of valuation as it may adopt.

               8.3 Documentation of Liquidation. Upon the completion of the
dissolution and liquidation of the Partnership, the Partnership shall terminate
and the Liquidating Trustee shall have the authority to execute and record any
and all documents or instruments required to effect the dissolution, liquidation
and termination of the Partnership.


                                    ARTICLE 9

                                    Transfer

               9.1 General Partner. Except to the extent permitted pursuant to
Section 4.5, the General Partner shall not withdraw from the Partnership and
shall not sell, assign, pledge, encumber or otherwise dispose of all or any
portion of its Partnership Interest or Units without the Consent of the Limited
Partners, which consent may be given or withheld in each Limited Partner's sole
and absolute discretion. Upon any transfer of a Partnership Interest in
accordance with the provisions of this Section 9.1, the transferee General
Partner shall become vested with the powers and rights of the transferor General
Partner, and shall be liable for all obligations and responsible for all duties
of the General Partner under this Agreement, once such transferee has
<PAGE>   43
executed such instruments as may be necessary to effectuate such admission and
to confirm the agreement of such transferee to be bound by all the terms and
provisions of this Agreement with respect to the Partnership interest so
acquired. It shall be a condition to any transfer permitted hereunder that the
transferee assumes by express agreement (or pursuant to a statutory merger or
consolidation wherein all obligations and liabilities of the General Partner are
assumed by a successor trust or corporation by operation of law) all of the
obligations of the transferor General Partner under this Agreement with respect
to such transferred Partnership Interest and no such transfer (other than
pursuant to a statutory merger or consolidation wherein all obligations and
liabilities of the transferor General Partner are assumed by a successor trust
or corporation by operation of law) shall relieve the transferor General Partner
of its obligations under this Agreement without the Consent of the Limited
Partners. In connection with any such permitted transfer, the successor General
Partner shall be deemed admitted as such immediately prior to the effective time
of the transfer from the transferor General Partner and shall continue the
business of the Partnership without dissolution. If the General Partner
withdraws or retires from the Partnership, in violation of this Agreement or
otherwise, or dissolves, terminates or upon the Bankruptcy of the General
Partner, within 90 days thereafter, at least a Majority-in-Interest of the
Limited Partners may elect to continue the Partnership business by selecting a
substitute General Partner, which substitute General Partner accepts such
election and agrees to serve as General Partner. Such successor General Partner
shall thereupon succeed to the rights and obligations of the General Partner as
provided in this Section 9.1.

               9.2    Transfers by Limited Partners.

                      (a) No Limited Partner shall have the right, directly or
indirectly, to transfer all or any part of his Partnership Interest or Units to
any Person without the prior written consent of the General Partner, which
consent may be given or withheld by the General Partner in its sole and absolute
discretion. The foregoing notwithstanding, the General Partner hereby grants the
consents described in this Section 9.2 to transfers of Partnership Interests
pursuant to an exercise of Rights, provided that any such transfer otherwise
complies with all of the other provisions of this Article 9 (including, but not
limited to, any additional consents required hereunder);

                      (b) It shall be a condition to any transfer by a Limited
Partner (other than a pledge, encumbrance, hypothecation or mortgage) otherwise
permitted hereunder that the transferee assume by operation of law or express
agreement all of the obligations of the transferor under this Agreement
(including, without limitation, under Article 9 hereof) with respect to such
transferred Partnership Interest or Units and no such transfer (other than
pursuant to a statutory merger or consolidation wherein all obligations and
liabilities of the transferor are assumed by a successor corporation by
operation of law) shall relieve the transferor of its obligations under this
Agreement without the approval of the General Partner, in its reasonable
discretion (it being understood that a transferor shall be deemed relieved from
such obligations, without the necessity of any such approval, in respect of
Partnership Interests transferred to the General Partner or the Partnership
pursuant to an Exchange Rights Agreement). Upon such transfer, the transferee of
a Partnership Interest shall be admitted as a Limited Partner and shall succeed
to all of the rights of the transferor Limited Partner under this
<PAGE>   44
Agreement in the place and stead of such transferor Limited Partner (which
succession, in the event of a pledge, may be entered into and become effective
at the time of foreclosure or other realization of such pledge). The foregoing
notwithstanding, a transferee of a Unit shall not be admitted as a substituted
Limited Partner unless the General Partner consents, which consent may be given
or withheld by the General Partner in its sole and absolute discretion. Any
transferee, whether or not admitted as a substituted Limited Partner, shall
succeed to the obligations of the transferor hereunder (unless such transfer is
a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided
herein).

                      (c) In addition to any other restrictions on transfer
provided herein, no Partnership Interest or Units shall be transferable unless
the transferor gives written notice of the proposed transfer which notice shall
state, to the best of its knowledge, that such transfer will not violate any of
the restrictions set forth in Section 9.3 hereof.

                      (d) Any permitted transferee under Section 9.2 who is not
admitted as a Limited Partner in accordance with this Article 9 or a transferee
who only holds Units shall be considered an assignee for purposes of this
Agreement. An assignee shall be deemed to have had assigned to it, and shall be
entitled to receive, distributions from the Partnership and the share of Net
Income, Net Loss, and any other items of income, gain, loss, deduction and
credit of the Partnership and rights attributable to the Partnership Interests
assigned to such transferee, but shall not be deemed to be a holder of
Partnership Interests for any other purpose under this Agreement, and shall not
be entitled to vote such Partnership Interests in any matter presented to the
Limited Partners for a vote. In the event any such transferee desires to make a
further assignment of any such Partnership Interests, such transferee shall be
subject to all the provisions of this Article 9 to the same extent and in the
same manner as any Limited Partner desiring to make an assignment of Partnership
Interests.

                      (e) The Limited Partners acknowledge that neither the
Partnership Interests nor the Units have been registered under any federal or
state securities laws and, as a result thereof, they may not be sold or
otherwise transferred, except in compliance with such laws. Notwithstanding
anything to the contrary contained in this Agreement, no Partnership Interest or
Units may be sold or otherwise transferred unless such transfer is exempt from
registration under any applicable securities laws or such transfer is registered
under such laws, it being acknowledged that the Partnership has no obligation to
take any action which would cause any such Partnership Interests or Units to be
registered.

               9.3 Certain Restrictions on Transfer. In addition to any other
restrictions on transfer herein contained, except with the consent of the
General Partner, in no event may any transfer of a Partnership Interest or Units
by any Person be made (a) to any person or Entity that lacks the legal right,
power or capacity to own a Partnership Interest or Units; (b) in the event such
transfer would cause the General Partner to cease to comply with the REIT
Requirements; (c) if such transfer would cause a termination of the Partnership
for federal income tax purposes; (d) if such
<PAGE>   45
transfer would, in the opinion of counsel to the Partnership, cause the
Partnership to cease to be classified as a Partnership for federal income tax
purposes; (e) if such transfer would result in the Partnership being treated as
a "publicly traded partnership" or is effectuated through an "established
securities market" or a "secondary market (or the substantial equivalent
thereof)" within the meaning of Section 7704 of the Code and the Regulations
thereunder; (f) in violation of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976; (g) if the General Partner reasonably believes that such transfer may
(i) cause any portion or all of the assets of the Partnership to be deemed
pursuant to United States Department of Labor Regulation Section 2510.3-101 or
otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or
Section 4975 of the Code assets of any Restricted Entity, or (ii) cause a
"prohibited transaction" (as defined in Section 4975(c) of the Code or within
the meaning of Section 406 of ERISA) to occur, or (iii) cause the Partnership to
become with respect to any Restricted Entity a "party in interest" (as defined
in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section
4975(e) of the Code) or (iv) cause the Partnership to be jointly and severally
liable for any obligation arising under ERISA or the Code with respect to any
"employee benefit plan" as defined in and subject to ERISA or any "plan" as
defined in Section 4975 of the Code; or (h) if the intended transferee is a
Restricted Entity. Any purported transfer described in this Section 9.3 shall be
void ab initio.

               9.4    Effective Dates of Transfers.

                      (a) Transfers pursuant to this Article 9 may be made on
any day, but for purposes of this Agreement, the effective date of any such
transfer shall be (i) the first day of the month in which such transfer occurred
if such transfer occurred on or prior to the fifteenth calendar day of a month,
or (ii) the first day of the month immediately following the month in which such
transfer occurred, if such transfer occurred after the fifteenth calendar day of
a month, or such other date determined by the General Partner pursuant to such
convention as may be administratively feasible and consistent with applicable
law.

                      (b) If any Partnership Interest or Unit is transferred or
assigned in compliance with the provisions of this Article 9, on any day other
than the first day of a calendar year, then Net Income, Net Loss, each item
thereof and all other items attributable to such Partnership Interest or Unit
for such year shall be allocated to the transferor, and, in the case of a
transfer or assignment other than a redemption, to the transferee, by taking
into account their varying interests during such year in accordance with Section
706(d) of the Code, using any method permitted thereunder. All distributions
pursuant to Section 6.2 hereof attributable to such transferred Partnership
Interests or Units (A) with respect to which the Partnership Record Date is
before the effective date of such transfer (other than a pledge, encumbrance,
hypothecation or mortgage) shall be made to the transferor, (B) with respect to
the first Partnership Record Date after the effective date of such transfer
(other than a pledge, encumbrance, hypothecation or mortgage) shall be paid to
the transferor and to the transferee, ratably in accordance with their
respective periods of ownership of the Partnership Interest or Units transferred
during the period with respect to which such distribution is made, and (C) all
distributions after those described in (A) and (B) shall be made to the
transferee.
<PAGE>   46
               9.5    Transfer.

                      (a) The term "transfer," when used in this Article 9 with
respect to a Partnership Interest, shall be deemed to refer to a transaction by
which a Person purports to assign its Partnership Interest or any portion
thereof (including Units) to another Person, and includes a sale, assignment,
gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other
disposition by law or otherwise.

                      (b) No Partnership Interest or Unit shall be transferred,
in whole or in part, except in accordance with the terms and conditions set
forth in this Article 9. Any transfer or purported transfer of a Partnership
Interest not made in accordance with this Article 9 shall be null and void.


                                   ARTICLE 10

                 Rights and Obligations of the Limited Partners


               10.1 No Participation in Management. No Limited Partner, in its
capacity as such, shall take part in the management of the Partnership's
business, transact any business in the Partnership's name or have the power to
sign documents for or otherwise bind the Partnership. Any rights expressly
granted to the Limited Partners in this Agreement shall not be deemed to be
rights relating to the management of the Partnership's business.

               10.2 Bankruptcy of a Limited Partner. The Bankruptcy of any
Limited Partner shall not cause a dissolution of the Partnership, but the rights
of such Limited Partner to share in the Net Profits or Net Losses of the
Partnership and to receive distributions of Partnership funds shall, on the
happening of such event, devolve on its successors or assigns, subject to the
terms and conditions of this Agreement, and the Partnership shall continue as a
limited partnership. In no event, however, shall such assignee(s) become a
substituted Limited Partner except in accordance with Article 9 hereof.

               10.3 No Withdrawal. No Limited Partner may withdraw from the
Partnership without the prior written consent of the General Partner, other than
as provided in Article 9 hereof.

               10.4 Conflicts. The Partners recognize that the Limited Partners
and their Affiliates have or may have other business interests, activities and
investments, some of which may be in conflict or competition with the business
of the Partnership, and that such Persons are entitled to carry on such other
business interests, activities and investments. In deciding whether to take any
actions in such capacity, such Limited Partners and their Affiliates may, but
shall be under no obligation to, consider the separate interests of the
Partnership and shall have no fiduciary obligations to the Partnership and shall
not be liable for monetary damages for losses sustained, liabilities incurred or
benefits not derived by the other Partners in connection with such actions
<PAGE>   47
except for damages for losses sustained or liabilities incurred which result
from a Limited Partner breaching a representation, warranty or covenant
hereunder or to the extent provided in the Formation Agreement; nor shall the
Partnership or the General Partner be under any obligation to consider the
separate interests of the Limited Partners and their Affiliates in such capacity
or have any fiduciary obligations to the Limited Partners and their Affiliates
in such capacity or be liable for monetary damages for losses sustained,
liabilities incurred or benefits not derived by the Limited Partners and their
Affiliates in such capacity arising from actions or omissions taken by the
Partnership. The Limited Partners and their Affiliates may engage in or possess
an interest in any other business or venture of any kind, independently or with
others, on their own behalf or on behalf of other entities with which they are
affiliated or associated, and such persons may engage in any activities, whether
or not competitive with the Partnership, without any obligation to offer any
interest in such activities to the Partnership or to any Partner. Neither the
Partnership nor any Partner shall have any right, by virtue of this Agreement,
in or to such activities, or the income or profits derived therefrom, and the
pursuit of such activities, even if competitive with the business of the
Partnership, shall not be deemed wrongful or improper. Notwithstanding the
foregoing, the provisions of this Section 10.4 shall not negate or impair any
other written agreement between one or more of the Limited Partners and the
General Partner or the Partnership (including Section 6.6 of the Formation
Agreement) or any duties which a Limited Partner may have in such Limited
Partner's capacity as an officer or director of the General Partner.

               10.5   Provision of Information.

                      (a) With respect to any information required to be
provided to the Limited Partners pursuant to Section 17-305 (or any successor
thereto) of the Act: (i) the cost of preparing or providing any such information
(including, without limitation, fees paid to any person or entity in connection
therewith) shall be paid by the requesting Partner and in no event shall such
information be required to be given to the requesting Partner until such payment
has been made to the Partnership; (ii) in no event shall any financial
statements of the Partnership be required to be provided except for such
statements as have already been prepared or are otherwise required to be
provided to the Limited Partners under this Agreement and in no event shall any
statements which have been prepared be required to be audited, reviewed or
otherwise examined by a certified public accountant, if the statements are not
otherwise required to be so audited, reviewed or examined pursuant to the
provisions of this Agreement; and (iii) in no event shall such information be
required to be furnished until forty-five (45) days after such request and
unless the information is already in the possession of the Partnership.

                      (b) In addition to other rights provided by this Agreement
or by the Act, each Limited Partner shall have the right, for a purpose
reasonably related to such Limited Partner's interest as a limited partner in
the Partnership, upon written demand with a statement of the purpose of such
demand and at such Limited Partner's own expense (excluding copying and
administrative expenses of the General Partner):

                             (i) to obtain a copy of the most recent annual and
<PAGE>   48
quarterly reports and current reports on Form 8-K filed with the SEC by the
General Partner pursuant to the Securities Exchange Act of 1934;

                             (ii) to obtain a copy of the Partnership's federal,
state and local income tax returns for each fiscal year of the Partnership;

                             (iii) to obtain a current list of the name and last
known business, residence or mailing address of each Partner; and

                             (iv) to obtain a copy of this Agreement and the
Certificate, together with executed copies of all powers of attorney pursuant to
which this Agreement and the Certificate have been executed.

                      (c) Notwithstanding any other provision of this Section
10.5, the General Partner may keep confidential from the Limited Partners, for
such period of time as the General Partner determines in its sole and absolute
discretion to be reasonable, any information that is not material to the Limited
Partners and that (i) the General Partner reasonably believes to be in the
nature of trade secrets or other information the disclosure of which the General
Partner in good faith believes is not in the best interests of the Partnership
or could damage the Partnership or its business or (ii) the Partnership is
required by law or by agreements with an unaffiliated third party to keep
confidential.

               10.6   Power of Attorney.

                      (a) Each Limited Partner constitutes and appoints the
General Partner, any Liquidating Trustee and authorized officers and
attorneys-in-fact of each, and each of those acting singly, in each case with
full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to: execute, swear
to, acknowledge, deliver, file and record in the appropriate public offices (i)
all certificates, documents and other instruments (including, without
limitation, this Agreement and the Certificate and all amendments or
restatements thereof) that the General Partner or the Liquidating Trustee 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) in the State of Delaware and
in all other jurisdictions in which the Partnership may conduct business or own
property; (ii) 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; (iii) all conveyances and other
instruments or documents that the General Partner 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 (iv) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner pursuant to the provisions of this
Agreement or the Capital Contribution of any Partner.

                      (b) The foregoing power of attorney is irrevocable and a
power coupled with an interest, in recognition of the fact that each of the
Partners will be
<PAGE>   49
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 the death or incompetency of a Limited Partner to the effect
and extent permitted by law, subsequent incapacity of any Limited Partner and
the transfer of all or any portion of such Limited Partner's Partnership
Interests and shall extend to such Limited Partner's heirs, successors, assigns
and personal representatives.

                      (c) Nothing contained in this Section 10.6 shall be
construed as authorizing the General Partner to amend this Agreement except in
accordance with Article 11 hereof.

               10.7   Ownership of Paired Shares.

                      (a) Each Limited Partner and holder of Units hereby agrees
to provide the General Partner within fifteen (15) days of any written request
therefor, a statement, to the best of its knowledge, describing the number of
Paired Shares actually or constructively owned by such Limited Partner or holder
of Units and all direct and indirect owners of such Limited Partner or holder
for purposes of the REIT Requirements as determined under Section 318(a) of the
Code, as modified by Section 856(d)(5) of the Code, or Section 544 of the Code,
as modified by Section 856(h) of the Code.

                      (b) Each Limited Partner and holder of Units (i) hereby
covenants that, without the prior written consent of the General Partner (which
consent shall not be unreasonably withheld or delayed) it will not acquire and
it will use all reasonable efforts to cause its direct or indirect owners not to
acquire any Paired Shares or any rights to acquire Paired Shares and (ii) except
to the extent that the General Partner provides prior written consent, hereby
represents, warrants and covenants that (I) it is not and will not become a
Restricted Entity, (II) no "prohibited transaction" (as defined in Section
4975(c) of the Code or within the meaning of Section 406 of ERISA) has occurred
or will occur that would not have occurred or occur if the Limited Partner or
holder of Units and its Affiliates were not Limited Partners and were not
holders of Units, (III) the Partnership has not become and will not become with
respect to any Restricted Entity a "party in interest" (as defined in Section
3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the
Code) which the Partnership would not have become or be if the Limited Partner
or holder of Units and its Affiliates were not Limited Partners and were not
holders of Units, and (IV) the Partnership has not and will not become jointly
and severally liable for any obligations arising under ERISA or the Code with
respect to any "employee benefit plan" as defined in and subject to ERISA or any
"plan" as defined in the Code for which the Partnership has not become or would
not be liable if the Limited Partner or holder of Units and its Affiliate were
not Limited Partners and were not holders of Units.

               10.8 Waiver of Fiduciary Duty. Each Limited Partner and holder of
Units hereby waives, to the maximum extent permitted under law, any and all
fiduciary duties of the General Partner to each, all or any combination of them
and hereby agrees that the General Partner may, but is under no obligation to,
take their interests into account in performing or refraining from performing
any act permitted under this Agreement.
<PAGE>   50
                                   ARTICLE 11

                  Amendment of Partnership Agreement, Meetings

               11.1   Amendments.

                      (a) This Agreement may not be amended unless such
amendment is approved by the General Partner with the Consent of the Limited
Partners, except as provided below in this Section 11.1.

                      (b) Notwithstanding Section 11.1(a), the General Partner
shall have the power, without the Consent of the Limited Partners but after five
(5) Business Days notice to the Limited Partners, to amend this Agreement as may
be required to facilitate or implement any of the following purposes:

                             (1) to add to the obligations of the General
Partner for the benefit of the Limited Partners;

                             (2) to reflect the admission, substitution,
termination or withdrawal of Partners after the date hereof in accordance with
Section 4.1(d) or Article 9 of this Agreement, provided that the General Partner
shall not be required to give the notice referred to in the first paragraph of
this subsection (b) in respect of the transaction described in this Paragraph
(2);

                             (3) to set forth the rights, powers, duties, and
preferences of the holders of any additional Partnership Interests issued
pursuant to Article 4 hereof;

                             (4) to reflect a change that is of an
inconsequential nature and does not materially adversely affect the Limited
Partners, or to cure any ambiguity, correct or supplement any provision of this
Agreement not inconsistent with law or with other provisions, or make other
changes with respect to matters arising under this Agreement that will not be
inconsistent with law or with the provisions of this Agreement;

                             (5) to satisfy any requirements, conditions, or
guidelines contained in any order, directive, opinion, ruling or regulation of a
federal or state agency or contained in federal or state law;

                             (6) to prevent all or any portion of the assets of
the Partnership from being deemed pursuant to United States Department of Labor
Regulation Section 2510.3- 101 or otherwise pursuant to ERISA or the Code to be,
for any purpose of ERISA or Section 4975 of the Code, assets of any Restricted
Entity;

                             (7) to prevent the Partnership from being
characterized as a "publicly traded partnership" pursuant to Section 7704 of the
Code and Regulations;
<PAGE>   51
                             (8) to enable the General Partner to satisfy the
REIT Requirements; and

                             (9) to maintain the Partnership's characterization
as a partnership for tax purposes.

                      (c) Notwithstanding Sections 11.1(a) and (b) hereof, this
Agreement shall not be amended without the prior written consent of each Partner
adversely affected if such amendment would (i) convert a Limited Partner's
interest in the Partnership into a general partner's interest, (ii) modify the
limited liability of a Limited Partner, (iii) alter rights of the Partners to
receive allocations and distributions pursuant to Article 6 or Section 8.2
hereof (except as permitted pursuant to Article 4 and Sections 11.1(b)(3) and
11.1(d) hereof), (iv) alter or modify the Rights set forth in an Exchange Rights
Agreement or a Registration Rights Agreement except in compliance therewith, (v)
except in furtherance of Sections 11.1(b)(7), (8) or (9) hereof, alter such
Partner's rights to transfer its Partnership Interest; (vi) amend Section 7.7,
7.8 or 10.7 hereof or (vii) amend Section 11.1(c) or 11.1(d) hereof.

                      (d) Notwithstanding Section 11.1(c) hereof and subject to
(but not in limitation of) the rights granted to the General Partner pursuant to
Article 4 and this Article 11, this Agreement may be amended to (i) alter the
rights of any or all of the Partners to receive allocations and distributions
pursuant to Article 6 or Section 8.2 hereof or (ii) alter the rights of any or
all of the Partners to transfer their Partnership Interests if such amendment is
approved by the prior written consent of a majority of each class or group of
Partnership Interests that is treated in a uniform or pro rata basis by such
amendment.

               11.2   Meetings of the Partners; Notices to Partners.

                      (a) Meetings of Partners may be called by the General
Partner or by Limited Partners holding at least 1% of the Partnership Interests
to act on any matter specified herein or in the Act to be voted on or consented
to by the Partners. The call shall state the nature of the business to be
transacted. Notice of any such meeting shall be given to all Partners not less
than seven (7) Business Days prior to the date of such meeting. Partners may
vote in person or by proxy at such meeting. Whenever the vote or Consent of the
Limited Partners is permitted or required under this Agreement, such vote or
consent may be given at a meeting of Partners or may be given in accordance with
the procedure prescribed in Section 11.2(b) hereof.

                      (b) Any action required or permitted to be taken at a
meeting of the Partners may be taken without a meeting if a written consent
setting forth the action so taken is signed by the General Partner and such
percentage or number of the Limited Partners as is expressly required by this
Agreement. Such consent may be in one instrument or in several instruments, and
shall have the same force and effect as a vote of the Partners. Such consent
shall be filed with the General Partner and copies thereof delivered to all
Partners. An action so taken shall be deemed to have been taken at a meeting
held on the effective date so certified.
<PAGE>   52
                      (c) Each Limited Partner may authorize any Person or
Persons to act for him by proxy on all matters in which a Limited Partner is
entitled to participate, including waiving notice of any meeting, or voting or
participating at a meeting. Every proxy must be signed by the Limited Partner or
his attorney-in-fact. No proxy shall be valid after the expiration of eleven
(11) months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the Limited Partner executing it. No
such proxy and no such revocation shall be effective unless a copy thereof has
been delivered to the General Partner.

                      (d) Whenever the Consent of the Limited Partners is
required hereunder, the General Partner shall provide a notice to each Partner
who is a Limited Partner on the date the notice is given setting forth the
matter(s) as to which it proposes to seek such consent at least five (5)
Business Days in advance of the date upon which such consent is sought.


                                   ARTICLE 12

                               General Provisions

               12.1 No Liability of Directors and Others. Notwithstanding
anything to the contrary contained herein, no recourse shall be had by the
Partnership or any Partner against any trustee, director, shareholder, officer,
employee, agent or attorney of the General Partner for any act or omission of
the General Partner or any obligation or liability of the General Partner under
this Agreement, and none of the foregoing shall have any personal liability for
or with respect to any of the foregoing; provided that the foregoing shall not
relieve any trustee, officer or director of the General Partner of any liability
in his capacity as such.

               12.2 Notices. All notices, offers or other communications
required or permitted to be given pursuant to this Agreement shall be in writing
and may be personally served, sent by United States mail, or sent via facsimile.
A notice shall be deemed to have been given when delivered in person or, if sent
by United States mail, three business days after deposit in United States mail,
registered or certified, postage prepaid, and properly addressed, by or to the
appropriate party, or, if sent via facsimile, upon receipt by the sending party
of verification of transmission. For purposes of this Section 12.2, the
addresses of the parties hereto shall be as set forth on Exhibit B hereto. The
address of any party hereto may be changed by a notice in writing given in
accordance with the provisions hereof.

               12.3 Controlling Law. This Agreement and all questions relating
to its validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the State of Delaware,
notwithstanding any conflict-of-laws doctrines of such state or other
jurisdiction to the contrary. Each of the parties hereto irrevocably submits and
consents to the jurisdiction of the United States District Court for the
Southern District of New York and the United States District Court for the
District
<PAGE>   53
of Arizona in connection with any action or proceeding arising out of
or relating to this Agreement and irrevocably waives any immunity from
jurisdiction thereof and any claim of proper venue, forum non conveniens or any
similar basis to which it might otherwise be entitled in any such action or
proceeding.

               12.4 Execution of Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.

               12.5 Severability. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.


               12.6 Entire Agreement. This Agreement (together with the Exhibits
hereto) and the Formation Agreement contain the entire understanding among the
parties hereto with respect to the subject matter hereof, and supersede all
prior and contemporaneous agreements and understandings, inducements or
conditions, express or implied, oral or written, except as herein contained. The
parties hereto intend that this Agreement be treated as a separate and distinct
agreement and as not being part of any other agreement (other than the Formation
Agreement), arrangement, partnership or joint venture. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing.

               12.7 Paragraph Headings. The paragraph headings in this Agreement
are for convenience and they form no part of this Agreement and shall not affect
its interpretation.

               12.8 Gender, Etc. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate. The term "including" shall mean
"including, but not limited to."

               12.9 Number of Days. In computing the number of days (other than
Business Days and Trading Days) for purposes of this Agreement, all days shall
be counted, including Saturdays, Sundays and holidays; provided, however, that
if the final day of any time period falls on a Saturday, Sunday or holiday on
which national banks are or may elect to be closed, then the final day shall be
deemed to be the next day which is not a Saturday, Sunday or such holiday.

               12.10 Partners Not Agents. Nothing contained herein shall be
construed to constitute any Partner the agent of another Partner, except as
specifically provided herein, or in any manner to limit the Limited Partners in
the carrying on of their own
<PAGE>   54
respective businesses or activities.

               12.11 Assurances. Each of the Partners shall hereafter execute
and deliver such further instruments and do such further acts and things as may
be reasonably required or useful to carry out the intent and purpose of this
Agreement and as are not inconsistent with the terms hereof.

               12.12 Waiver of Partition. Each Partner hereby waives any right
such Partner may have to partition its interest in the Partnership or any
property of the Partnership.

               12.13 Starwood Lodging Trust. The name "Starwood Lodging Trust"
is a designation of Starwood Lodging Trust and its Trustees (as Trustees but not
personally) under the Declaration of Trust, and all persons dealing with
Starwood Lodging Trust shall look solely to Starwood Lodging Trust's assets for
the enforcement of any claims against Starwood Lodging Trust, as the Trustees,
officers, agents and security holders of Starwood Lodging Trust assume no
personal liability for obligations entered into on behalf of Starwood Lodging
Trust, and their respective individual assets shall not be subject to the claims
of any person relating to such obligations.
<PAGE>   55
               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed on their behalf as of the date
first above written.

                     GENERAL PARTNER:

                     STARWOOD LODGING TRUST, a Maryland real
                     estate investment trust

                     By:
                        ----------------------------------
                           Name:
                          Title:

                     LIMITED PARTNERS:


                     STARWOOD HOTEL INVESTORS II, L.P.

                     By: STARWOOD CAPITAL GROUP I, L.P.

                     By: BSS CAPITAL PARTNERS, L.P.,
                          General Partner

                     By: STERNLICHT HOLDINGS II, Inc.
                          General Partner

                     By:
                        ----------------------------------
                          Name:
                          Title:


                     FIREBIRD CONSOLIDATED PARTNERS, L.P.

                     By:
                        ----------------------------------
                          Name:
                          Title:  General Partner


                     APPOLLO REAL ESTATE INVESTMENT
                     FUND, L.P.

                     By: APPOLLO REAL ESTATE ADVISORS, L.P.

                     By: APPOLLO REAL ESTATE MANAGEMENT,
                          INC.

                     By:
                        ----------------------------------
                          Name:

<PAGE>   56

                           Title:



                      PHILADELPHIA HSR LIMITED PARTNERSHIP

                      By:
                         -----------------------------
                           Name:
                           Title:  General Partner



                      STARWOOD OPPORTUNITY FUND II, L.P.

                      By:  STARWOOD CAPITAL GROUP I, L.P.
                           General Partner

                      By: BSS CAPITAL PARTNERS, L.P.,
                           General Partner

                      By: STERNLICHT HOLDINGS II, Inc.
                           General Partner

                      By:
                         -----------------------------
                           Name:
                           Title:



                         -----------------------------
                      EDWARD J. ROHLING


                      ZIFF INVESTORS PARTNERSHIP, L.P. II

                      By:
                         -----------------------------
                           Name:
                           Title:  General Partner


                      MONTROSE CORPORATION

                      By:
                         -----------------------------
                           Name:
                           Title:


                      HARVEYWOOD HOTEL INVESTORS, L.P.

                      By:
                         -----------------------------
                           Name:
                           Title:  General Partner

<PAGE>   57

                       STAR INVESTORS, G.P.

                       By:
                          ---------------------------
                            Name:
                            Title:


                       MERIDIAN INVESTMENT GROUP

                       By:
                          ---------------------------
                            Name:
                            Title:


                       THE HERMITAGE, L.P.

                       By:  HERMITAGE OF NASHVILLE, INC.
                            General Partner

                       By:
                          ---------------------------
                            Name:
                            Title:


                       BURDEN DIRECT INVESTMENT FUND I, L.P.

                       By:
                          ---------------------------
                            Name:
                            Title:  General Partner



                       BRAINARD HOLDINGS, INC.

                       By:
                          ---------------------------
                            Name:
                            Title:


                       KJJ REVOCABLE TRUST

                       By:
                          ---------------------------
                            Name:
                            Title:  Trustee


                       ------------------------------
                       BARRY S. STERNLICHT

<PAGE>   58

                       THE BARRY S. STERNLICHT FAMILY SPRAY
                       TRUST I

                       By:
                          ---------------------------
                            Name:
                            Title:  Trustee


                       THE BARRY S. STERNLICHT FAMILY SPRAY
                       TRUST II

                       By:
                          ---------------------------
                            Name:
                            Title:  Trustee


                       THE BARRY S. STERNLICHT FAMILY SPRAY
                       TRUST III

                       By:
                          ---------------------------
                            Name:
                            Title:  Trustee



                       ---------------------------
                       JACK NASH



                       THE NASH FAMILY PARTNERSHIP

                       By:
                          ---------------------------
                            Name:
                            Title:  General Partner


                       -------------------------------
                       MADISON F. GROSE


                       THE MADISON F. GROSE IRREVOCABLE
                       INSURANCE TRUST

                       By:
                          ---------------------------
                            Name:
                           Title:  Trustee
<PAGE>   59
                       -----------------------------
                       MAX C. CHAPMAN


                       -----------------------------
                       MERRICK R. KLEEMAN


                       -----------------------------
                       EUGENE A. GORAB


                       -----------------------------
                       JAMIE R. GATES


                       -----------------------------
                       CARLY SIMON


                       -----------------------------
                       STEVEN R. GOLDMAN


                       -----------------------------
                       ALAN SCHWARTZ


                       -----------------------------
                       JAY SUGARMAN


                       -----------------------------
                       JOHN Z. KUKRAL


                       -----------------------------
                       JEROME C. SILVEY


                       -----------------------------
                       GEOFFREY T. BOISI


                       -----------------------------
                       MICHAEL MUELLER


                       -----------------------------
<PAGE>   60
                       CLATE JOSEPH KORSANT



                       -----------------------------
                       JUSTIN FREDERICK KORSANT


                       -----------------------------
                       JAMES G. BABB, III


                       LAMBSTER PARTNERS LIMITED
                       PARTNERSHIP

                       By:
                          ---------------------------
                            Name:
                            Title:  General Partner



                       -----------------------------
                       JEFF DISHNER


                       -----------------------------
                       GEOFFREY BEER


                       -----------------------------
                       CHARLES E. MUELLER, M.D.


                       -----------------------------
                       LOWELL D. KRAFF


                       -----------------------------
                       STEPHEN FIORE


                       -----------------------------
                       JENNIFER ALBERO


                       -----------------------------
                       JAMES A. KLEEMAN, M.D., PC


                       -----------------------------
                       ELLIS F. RINALDI

<PAGE>   61
                       -----------------------------
                       J. PETER PAGANELLI


                       -----------------------------
                       JOHN F. COUTURE


                       -----------------------------
                       JAMES OLDHAM


                       THE PRUDENTIAL INSURANCE COMPANY
                       OF AMERICA, on behalf of Prudential Property
                       Investment Separate Account II

                       By:
                         -----------------------------
                            Name:
                            Title:


                       ELEANOR MENDELL, AS TRUSTEE OF THE
                       GARY MENDELL FAMILY TRUST

                       By:
                         -----------------------------
                            Name:   Eleanor Mendell
                            Title:  Trustee



                       ----------------------------
                       GARY MENDELL


                       ----------------------------
                       ELLEN-JO MENDELL


                       ----------------------------
                       STEPHEN MENDELL


                       ----------------------------
                       JUDITH K. RUSHMORE


                       ----------------------------
                       MURRAY DOW II

<PAGE>   62

                       WESTPORT HOSPITALITY, INC.

                       By:
                          ------------------------
                            Name:
                            Title:


                       ZAPCO HOLDINGS, INC.

                       By:
                          ------------------------
                            Name:
                            Title:


                       ZAPCO HOLDINGS, INC. DEFERRED
                       COMPENSATION PLAN TRUST




                       By:
                          ------------------------
                            Name:
                            Title:  Trustee



                       --------------------------
                       ORNA L. SHULMAN


                       --------------------------
                       ARTHUR GREEN


                       --------------------------
                       MICHAEL HALL


                       --------------------------
                       MARK ROSINSKY


                       --------------------------
                       RANDI ROSINSKY


                       --------------------------
                       JOHN DAILY


                       --------------------------
                       FELIX CACCIATO

<PAGE>   63

                       --------------------------
                       THOMAS CLEARWATER


                       --------------------------
                       HARVEY MOORE


                       --------------------------
                       TRACY DRISCOLL
<PAGE>   64
                                    EXHIBIT A

                LIST OF PARTNERS, PERCENTAGE INTERESTS AND UNITS


Date:  As of __________, 1997

<TABLE>
<CAPTION>
         Name of Partner                        Percentage Interest                        Units
         ---------------                        -------------------                        -----

<S>                                             <C>                                    <C>
Starwood Lodging Trust                               72.4510%                           40,078,698
Ziff Investors Partnership, LP II                     4.0850%                            2,259,732
Firebird Consolidated Partners, LP                    2.2069%                            1,220,820
Starwood Opportunity Fund II, LP                      1.7047%                              943,000
Montrose Corporation                                  1.3435%                              743,226
Harveywood Hotel Investors, LP                        1.1756%                              650,338
Star Investors, G.P.                                  1.0748%                              594,582
Barry S. Sternlicht                                   0.6275%                              347,104
Apollo Real Estate Investment Fund, LP                0.5334%                              295,078
Starwood Hotel Investors II, LP                       0.5212%                              288,334
Meridian Investment Group                             0.4798%                              265,422
Burden Direct Investment Fund I, LP                   0.3915%                              216,564
Jack Nash                                             0.2150%                              118,916
Brainard Holdings, Inc.                               0.1578%                               87,310
JDE Revocable Trust                                   0.1511%                               83,596
Max C. Chapman                                        0.1382%                               76,430
Rick Kleeman                                          0.0997%                               55,170
Philadelphia HSR, LP                                  0.0985%                               54,461
The Barry S. Sternlicht Family Spray Trust I          0.0970%                               53,672
The Barry S. Sternlicht Family Spray Trust II         0.0970%                               53,672
The Barry S. Sternlicht Family Spray Trust III        0.0970%                               53,672
Eugene A. Gorab                                       0.0899%                               49,746
</TABLE>
<PAGE>   65
<TABLE>
<S>                                               <C>                                   <C>
Madison F. Grose                                  0.0777%                               43,004
Jamie R. Gates                                    0.0729%                               40,328
Carly Simon                                       0.0568%                               31,434
Hospitality Partners                              0.0550%                               30,414
The Nash Family Partnership                       0.0537%                               29,730
The Madison F. Grose
     Irrevocable Insurance Trust                  0.0501%                               27,726
Steven R. Goldman                                 0.0409%                               22,616
Alan Schwartz                                     0.0403%                               22,298
Jay Sugarman                                      0.0383%                               21,212
Philadelphia HIR, LP                              0.0328%                               18,140
John Z. Kukral                                    0.0317%                               17,550
Jerome C. Silvey                                  0.0299%                               16,516
Geoffrey T. Boisi                                 0.0274%                               15,150
Michael Mueller                                   0.0270%                               14,932
Clate Korsant                                     0.0269%                               14,866
Justin Korsant                                    0.0269%                               14,866
James G. Babb, III                                0.0262%                               14,508
Edward J. Rohling                                 0.0199%                               11,011
Lambster Partners Limited Partnership             0.0153%                                8,486
Gregory Beer                                      0.0134%                                7,434
Jeff Dishner                                      0.0064%                                3,542
Geoff Beer                                        0.0042%                                2,306
Charles E. Mueller, MD                            0.0025%                                1,394
Lowell D. Kraff                                   0.0022%                                1,190
Stephen Fiore                                     0.0016%                                  900
Jennifer Albero                                   0.0016%                                  882
James A. Kleeman, MD, PC                          0.0014%                                  774
</TABLE>
<PAGE>   66
<TABLE>
<S>                                               <C>                             <C>
Ellis F. Rinaldi                                    0.0011%                                  634
J. Peter Paganelli                                  0.0009%                                  494
John F. Couture                                     0.0007%                                  378
James Oldham                                        0.0004%                                  224
The Prudential Insurance Company of America,
  on behalf of Prudential Property Investment
  Separate Account II                               8.1872%                            4,529,007

Eleanor Mendell, as Trustee of the Gary Mendell
  Family Trust                                      0.9143%                              505,778

Gary Mendell                                        0.0652%                               36,078
Ellen-Jo Mendell                                    0.9429%                              521,617
Stephen Mendell                                     0.0366%                               20,239
Judith K. Rushmore                                  0.4637%                              256,511
Murray Dow II                                       0.0550%                               30,415
Wesport Hospitality, Inc.                           0.0193%                               10,656
Zapco Holdings, Inc.                                0.5989%                              331,291
Zapco Holdings, Inc. Deferred Compensation
  Plan Trust                                        0.0328%                               18,126

Orna L. Shulman                                     0.0379%                               20,962
Arthur Green                                        0.0045%                                2,505
Michael Hall                                        0.0024%                                1,321
Mark Rosinsky                                       0.0023%                                1,253
Randi Rosinsky                                      0.0023%                                1,252
John Daily                                          0.0039%                                2,161
Felix Cacciato                                      0.0068%                                3,767
Thomas Clearwater                                   0.0009%                                  497
Harvey Moore                                        0.0004%                                  224
Tracy Driscoll                                      0.0004%                                  224
                                                  ---------                                  ---
     TOTAL                                        100.0000%                           55,318,336
</TABLE>
<PAGE>   67
                                    EXHIBIT B

                           Notice Address of Partners

<TABLE>
<CAPTION>
Name of Partner                                    Notice Address
---------------                                    --------------

<S>                                                <C>
Starwood Lodging Trust                             2231 East Camelback Road
                                                   Suite 410
                                                   Phoenix, Arizona 85016
                                                   Attn: General Counsel

Ziff  Investors Partnership, LP II                 153 East 53rd Street
                                                   New York, NY 10022
                                                   Attn. Mr. Dan Stern

Firebird Consolidated Partners, LP                 c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, Connecticut 06830
                                                   Attention: Madison F. Grose, Esq.

Starwood Opportunity Fund II, LP                   c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, Connecticut 06830
                                                   Attention: Madison F. Grose, Esq.

Montrose Corporation                               c/o The Walt Disney Corporation
                                                   500 S. Buena Vista
                                                   Team Disney 301J
                                                   Burbank, CA 91521
                                                   Attn: Mr. Mark Rozells

Harveywood Hotel Investors, LP                     c/o Starwood Capital Group, General
Partner
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, Connecticut 06830
                                                   Attention:  Jerome C. Silvey

Star Investors, G.P.                               c/o Penguin Group, L.P.
                                                   200 West Madison Avenue, 38th Floor
                                                   Chicago, IL 60606
                                                   Attn:  Mr, Kevin Poorman

Barry S. Sternlicht                                c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Apollo Real Estate Investment Fund. LP             c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830
</TABLE>
<PAGE>   68
<TABLE>
<S>                                                <C>
                                                   Attn: Madison F. Grose

Starwood Hotel Investors II, LP                    c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830
                                                   Attn: Madison F. Grose, Esq.

Meridian Investment Group                          c/o Penguin Group, L.P.
                                                   200 West Madison Avenue
                                                   Chicago, IL 60606
                                                   Attn:  Mr, Kevin Poorman

Burden Direct Investment Fund I, LP                10 East 53rd Street
                                                   New York, NY 10022
                                                   Attn:  Mr. Jeff Weber

Jack Nash                                          c/o Odyssey Partners, L.P.
                                                   31 West 52nd Street
                                                   New York, NY 10019

Brainard Holdings, Inc.                            c/o Lake Asset Management, Inc.
                                                   499 Park Avenue, 24th Floor
                                                   New York, NY 10022
                                                   Attn: Mr. Nicholas Berggruen

JDE Revocable Trust                                c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830
                                                   Attn: Madison F. Grose

Max C. Chapman                                     c/o Nomura Securities
                                                   2 World Financial Center, 22nd Floor
                                                   New York, NY 10281-1198

Rick Kleeman                                       c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Philadelphia HSR, LP                               c/o The Beacon Companies
                                                   50 Rowes Wharf
                                                   Boston, MA 02110
                                                   Attn:  Edward N. Sidman

The Barry S. Sternlicht Family Spray Trust I       c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

The Barry S. Sternlicht Family Spray Trust II      c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
</TABLE>
<PAGE>   69
<TABLE>
<S>                                                <C>
                                                   Greenwich, CT 06830

The Barry S. Sternlicht Family Spray Trust III     c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Eugene A. Gorab                                    c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Madison F. Grose                                   c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Jamie R. Gates                                     c/o Texas Pacific Group
                                                   600 California Street
                                                   San Francisco, CA 94108

Carly Simon                                        c/o Ms. Arlene Graff
                                                   Star & Co.
                                                   350 Park Avenue
                                                   New York, NY 10022

Hospitality Partners                               7101 Wisconsin Avenue
                                                   Bethesda, MD 20814

The Nash Family Partnership                        c/o Odyssey Partners, L.P.
                                                   31 West 52nd Street
                                                   New York, NY 10019
                                                   Attn: Mr. Joshua Nash

The Madison F. Grose Irrevocable Insurance Trust   c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Steven R. Goldman                                  c/o Starwood Lodging Trust
                                                   2231 East Camelback Road
                                                   Phoenix, AZ 85016

Alan Schwartz                                      c/o Bear Sterns
                                                   245 Park Avenue
                                                   New York, NY 10167

Jay Sugarman                                       c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Philadelphia HIR, LP                               c/o The Beacon Companies
</TABLE>
<PAGE>   70
<TABLE>
<S>                                                <C>
                                                   50 Rowes Wharf
                                                   Boston, MA 02110
                                                   Attn:  Edward N. Sidman

John Z. Kukral                                     c/o The Blackstone Group
                                                   345 Park Avenue
                                                   New York, NY 10154

Jerome C. Silvey                                   c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Geoffrey T. Boisi                                  c/o Beacon Group
                                                   375 Park Avenue
                                                   New York, NY 10152

Michael Mueller                                    c/o Starwood Lodging Trust
                                                   2231 East Camelback Road
                                                   Phoenix, AZ 85016

Clate Korsant                                      c/o Amelia Holdings
                                                   289 Greenwich Avenue
                                                   Greenwich, CT 06830
                                                   Attn: Ms. Dot Parker

Justin Korsant                                     c/o Amelia Holdings
                                                   289 Greenwich Avenue
                                                   Greenwich, CT 06830
                                                   Attn: Ms. Dott Parker

James G Babb, III                                  c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830


Edward J. Rohling                                  c/o Bristol Hotel Management Operations
                                                   1428 Midway Road
                                                   Dallas, TX 75244
                                                   Attn: Jeff Mayer

Lambster Partners Limited Partnership              c/o Walton Street Capital, L.L.C.
                                                   900 N. Michigan Avenue, 19th Floor
                                                   Chicago, IL 60611
                                                   Mr. Neil Bluhm

Gregory Beer                                       c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

</TABLE>
<PAGE>   71
<TABLE>
<S>                                                <C>
Jeff Dishner                                       c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Geoff Beer                                         c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Charles E. Mueller, MD                             11306 Roosevelt Road
                                                   Saginaw, MI 48603

Lowell D. Kraff                                    c/o Lexer Capital, Ltd.
                                                   333 West Wacker Drive, Suite 2070
                                                   Chicago, IL 60606

Stephen Fiore                                      c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

Jennifer Albero                                    c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830

James A. Kleeman, MD, PC                           c/o Starwood Capital Group
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830
                                                   Attn: Madison F. Grose

Ellis F. Rinaldi                                   c/o Rinaldi & Associates
                                                   Three Pickwick Plaza, Suite 250
                                                   Greenwich, CT 06830


J. Peter Paganelli                                 c/o Starwood Asset Management
                                                   Three Pickwick Plaza, 3rd Floor
                                                   Greenwich, CT 06830

John F. Couture                                    c/o La Salle Partners
                                                   220 East 42nd Street, 27th Floor
                                                   New York, NY 10017

James Oldman                                       c/o Starwood Asset Management
                                                   Three Pickwick Plaza, 3rd Floor
                                                   Greenwich, CT 06830

The Prudential Insurance Company of America,       c/o Prudential Real Estate Investors
     on behalf of Prudential Property Investment   8 Campus Drive
     Separate Account II                           Parsippany, NJ 07054
</TABLE>
<PAGE>   72
<TABLE>
<S>                                                <C>
                                                   Attn: Mr. Roger S. Pratt


Eleanor Mendell, as Trustee of the Gary Mendell    c/o Eleanor Mendell, Trustee
    Family Trust                                   4 The Circle
                                                   Easton, CT 06612

Gary Mendell                                       20 Morning Glory Drive
                                                   Easton, CT 06612

Ellen-Jo Mendell                                   25 Kent Lane
                                                   Trumbull, CT 06611

Stephen Mendell                                    25 Kent Lane
                                                   Trumbull, CT 06611

Judith K. Rushmore                                 22 Sheperd Lane
                                                   Roslyn Heights, NY 11577

Murray L. Dow II                                   49 Ridge Lane
                                                   Shelton, CT 06484

Westport Hospitality, Inc.                         55 Greens Farms Road
                                                   Westport, CT 06880

Zapco Holdings, Inc. Deferred Compensation         c/o Orna Shulman
     Plan Trust                                    Intertech Corporation
                                                   1301 Pennsylvania Avenue, N.W.
                                                   Suite 700
                                                   Washington, DC 20004

Orna L. Shulman                                    800 5th Avenue
                                                   New York, NY 10021

Arthur C. Green                                    57 Wilton Crest
                                                   Wilton, CT 06484

Michael D. Hall                                    326 Roycroft Street
                                                   Long Beach, CA 90814

Mark J. Rosinsky                                   34 Shadow Lane
                                                   Great Neck, NY 11021

Randi L. Rosinsky                                  34 Shadow Lane
                                                   Great Neck, NY 11021

John Daily                                         10 Cahill Road
                                                   Monroe, CT 06468
</TABLE>
<PAGE>   73
<TABLE>
<S>                                                <C>
Felix J. Caccioto, Jr.                             53 Mimosa Court
                                                   Ridgefield, CT 06877

Thomas Clearwater                                  39 Southwood Drive
                                                   New Canaan, CT 06840

Harvey Moore                                       615 Stockley Garden
                                                   Norfolk, VA 23507

Tracy Driscoll                                     23 Todd Hill Road
                                                   Poughkeepsie, NY 12603
</TABLE>
<PAGE>   74
                        FIRST AMENDMENT TO SECOND AMENDED
                   AND RESTATED LIMITED PARTNERSHIP AGREEMENT
                        OF SLT REALTY LIMITED PARTNERSHIP


                  THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT OF SLT REALTY LIMITED PARTNERSHIP ("Amendment") is made
and entered into effective as of January 1, 1998, by and among Starwood Lodging
Trust, a Maryland real estate investment trust, as the General Partner, and the
Limited Partners of SLT Realty Limited Partnership, a Delaware limited
partnership ("Realty Partnership"), which was formed pursuant to the provisions
of that certain Limited Partnership Agreement of the Realty Partnership dated as
of December 15, 1994, and amended and restated as of June 29, 1995 and again as
of November 14, 1997 ("Realty Partnership Agreement"). All capitalized terms not
defined herein shall have the same meaning set forth in the Realty Partnership
Agreement.

                                 R E C I T A L S

                  WHEREAS, as of September 8, 1997, that certain Transaction
Agreement ("Transaction Agreement") was entered into among the General Partner,
the Realty Partnership, SLC, the Operating Partnership, Westin Hotels & Resorts
Worldwide, Inc. ("Westin Worldwide"), a Delaware corporation, and others;

                  WHEREAS, pursuant to the Transaction Agreement, it is
contemplated that, among other things, Westin Worldwide will be merged into the
General Partner and, thereafter, that the General Partner will directly hold
certain of the assets previously held by Westin Worldwide, which include, among
other things, the stock of certain affiliates;

                  WHEREAS, the General Partner believes that it may enter into
transactions in the future that may also result in it owning material assets or
entering into or conducting a business ("Non-Realty Partnership Business") other
than the ownership, acquisition and disposition of Partnership Interests as the
General Partner or Limited Partner and the management of the business of the
Partnership;

                  WHEREAS, Section 7.3 of the Realty Partnership Agreement
provides that if the General Partner directly or indirectly enters into or
conducts Non-Realty Partnership Businesses, the General Partner shall make
arrangements that are reasonably necessary to prevent such Non-Realty
Partnership Businesses from having a material adverse impact on the Limited
Partners and that assure that the Limited Partners share in the economic
benefits of such Non-Realty Partnership Businesses in a fair and equitable
manner;

                  WHEREAS, the General Partner desires to amend the Realty
Partnership Agreement
<PAGE>   75
as set forth in this Amendment to ensure that any and all Non-Realty Partnership
Businesses it conducts will not have a material adverse impact on the Limited
Partners and that any economic benefits related to such Non-Realty Partnership
Businesses will be shared with Limited Partners in a fair and equitable manner;
and

                  WHEREAS, the Limited Partners have been informed and do hereby
unconditionally consent to such amendments;

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:

         SECTION 1. Effective as of the date first above written, Section 6.1(a)
is hereby amended and restated in its entirety as follows:

                           6.1 Allocations. The Net Income, Net Loss and other
         Partnership items shall be allocated pursuant to the provisions of this
         Section 6.1 hereto.

                                    (a) Allocation of Net Income and Net Loss.

                                            (i)      Net Income.  Except as
         otherwise provided herein, Net Income for any fiscal year or other
         applicable period shall be allocated in the following order and
         priority:

                                                     (A)      first, to the
         General Partner, to the extent of Net Loss previously allocated to the
         General Partner pursuant to Section 6.1(a)(ii)(C) for all prior
         periods;

                                                     (B)      second, to the
         Partners, to the extent of, in proportion to Net Loss previously
         allocated to the Partners pursuant to Section 6.1(a)(ii)(B), until the
         cumulative Net Income allocated pursuant to this Section 6.1(a)(i)(B)
         for the current and all prior periods equals the cumulative Net Loss
         allocated pursuant to Section 6.1(a)(ii)(B) for all prior periods;

                                                     (C)      third, to the
         extent the Partnership has made distributions pursuant to Section
         6.2(b), to the holders of Units in accordance with and in proportion to
         distributions made under Section 6.2(b); and

                                                     (D)      thereafter, to the
         holders of Units in accordance with and in proportion to their
         respective holdings of Units.

                                            (ii)     Net Loss.  Except as
         otherwise provided herein, Net Loss of the Partnership for each fiscal
         year or other applicable period shall be


                                      - 2 -
<PAGE>   76
         allocated in the following order and priority:

                                                     (A)      first, to the
         Partners, to the extent of, in proportion to, and in the reverse order
         of, Net Income previously allocated to the Partners pursuant to Section
         6.1(a)(i)(C), until the cumulative Net Loss allocated pursuant to this
         Section 6.1(a)(ii)(A) for the current and all prior periods equals the
         cumulative Net Income allocated pursuant to Section 6.1(a)(i)(C) for
         all prior periods;

                                                     (B)      second, to the
         holders of Units in accordance with their respective holdings of Units,
         provided that Net Losses shall not be allocated pursuant to this
         Section 6.1(a)(ii)(B) to the extent such allocations would cause any
         Limited Partner to have an Adjusted Capital Account Deficit as of the
         end of the fiscal year to which such Net Loss relates; and

                                                     (C) the balance, if any, to
         the General Partner.

         SECTION 2. Effective as of the date first above written, Section 6.2 is
hereby amended and restated in its entirety as follows:

                           6.2      Distributions.

                                    (a)     Except as otherwise provided in
         Sections 6.2(b), the General Partner shall cause the Partnership to
         distribute all, or such portion as the General Partner may in its
         reasonable discretion determine, of Net Cash Flow to the holders of
         Units who are holders on the Partnership Record Date with respect to
         such distribution. All such distributions shall be made pro rata in
         accordance with the holder's ownership of Units. Notwithstanding the
         foregoing, the General Partner is authorized to cause the Partnership
         to distribute sufficient amounts, pro rata by ownership of Units, to
         enable the General Partner to pay shareholder dividends that will
         satisfy the REIT Requirements.

                                    (b)      When the General Partner declares a
         distribution to holders of Shares and the amount otherwise determined
         to be distributable to each holder of a Unit under Section 6.2(a)
         results in an amount that is less than the amount distributable to each
         holder of a Share (on a per Share to per Unit basis), the General
         Partner shall cause the Partnership to distribute sufficient amounts to
         holders of Units as of the Partnership Record Date so that such holders
         of Units will receive an amount per Unit equal to the related
         distributions to holders of Shares (on a per Share to per Unit basis).
         The General Partner shall accomplish this by reducing the amounts
         otherwise distributable to it under Section 6.2(a) and increasing the
         amount otherwise distributable to holders of Units under Section 6.2(a)
         and, to the extent necessary, by contributing additional capital to the
         Partnership.


                                      - 3 -
<PAGE>   77
                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed on their behalf as of the date
first above written.


                                GENERAL PARTNER:

                                STARWOOD LODGING TRUST, a Maryland real
                                estate investment trust

                                By: /s/ Steven R. Goldman
                                    --------------------------------------
                                     Name: Steven R. Goldman
                                     Title: Senior Vice President

                                LIMITED PARTNERS:


                                STARWOOD HOTEL INVESTORS II, L.P.

                                By: STARWOOD CAPITAL GROUP I, L.P.

                                By: BSS CAPITAL PARTNERS, L.P.,
                                    General Partner

                                By: STERNLICHT HOLDINGS II, Inc.
                                    General Partner

                                By: /s/ Madison F. Grose
                                    --------------------------------------
                                     Name: Madison F. Grose
                                     Title: EVP


                                FIREBIRD CONSOLIDATED PARTNERS, L.P.

                                By: /s/ Madison F. Grose
                                    --------------------------------------
                                     Name: Madison F. Grose
                                     Title: Authorized Signatory for
                                            General Partner

                                APPOLLO REAL ESTATE INVESTMENT
                                FUND, L.P.

                                By: APPOLLO REAL ESTATE ADVISORS, L.P.


                                      - 4 -
<PAGE>   78
                                By: APPOLLO REAL ESTATE MANAGEMENT,
                                    INC.

                                By:
                                    -----------------------------------
                                    Name:
                                    Title:


                                PHILADELPHIA HSR LIMITED PARTNERSHIP

                                By:
                                    -----------------------------------
                                    Name:
                                    Title:    General Partner


                                STARWOOD OPPORTUNITY FUND II, L.P.

                                By:   STARWOOD CAPITAL GROUP I, L.P.
                                      General Partner

                                By: BSS CAPITAL PARTNERS, L.P.,
                                      General Partner

                                By: STERNLICHT HOLDINGS II, Inc.
                                      General Partner

                                By:  /s/ Madison F. Grose
                                     -----------------------------------
                                      Name: Madison F. Grose
                                      Title: EVP

                                /s/ Edward J. Rohling
                                -----------------------------------
                                EDWARD J. ROHLING


                                ZIFF INVESTORS PARTNERSHIP, L.P. II

                                By: /s/ Philip B. Korsant
                                    -----------------------------------
                                      Name:   PBK Holdings, Inc.
                                      Title:  General Partner
                                      By:     Philip B. Korsant--President

                                MONTROSE CORPORATION

                                      - 5 -
<PAGE>   79
                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:


                                HARVEYWOOD HOTEL INVESTORS, L.P.

                                By:  /s/ Madison F. Grose
                                     ---------------------------------------
                                      Name: Madison F. Grose
                                      Title: Authorized Signatory for
                                             General Partner


                                STAR INVESTORS, G.P.

                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:


                                MERIDIAN INVESTMENT GROUP

                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:


                                THE HERMITAGE, L.P.

                                By:   HERMITAGE OF NASHVILLE, INC.
                                      General Partner

                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:


                                BURDEN DIRECT INVESTMENT FUND I,

                                By:  /s/ Jeffrey A. Weber
                                     ---------------------------------------
                                      Name: Jeffrey A. Weber
                                      Title: President & CEO
                                             Burden Brothers, Inc.
                                             General Partner
                                             William A.M. Burden & Co., L.P.,
                                             General Partner


                                BRAINARD HOLDINGS, INC.

                                      - 6 -
<PAGE>   80
                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:


                                KJJ REVOCABLE TRUST

                                By:  /s/ Hekmatollah Eilian
                                     ---------------------------------------
                                      Name:     Hekmatollah Eilian
                                      Title:    Trustee


                                --------------------------------------------
                                BARRY S. STERNLICHT


                                THE BARRY S. STERNLICHT FAMILY SPRAY
                                TRUST I

                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:    Trustee


                                THE BARRY S. STERNLICHT FAMILY SPRAY
                                TRUST II

                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:    Trustee


                                THE BARRY S. STERNLICHT FAMILY SPRAY
                                TRUST III

                                By:
                                     ---------------------------------------
                                      Name:
                                      Title:    Trustee

                                /s/ Jack Nash
                                ---------------------------------------
                                JACK NASH


                                      - 7 -
<PAGE>   81
                                THE NASH FAMILY PARTNERSHIP

                                By: /s/ Joshua Nash
                                    ---------------------------------------
                                      Name:     Joshua Nash
                                      Title:    General Partner

                                /s/ Madison F. Grose
                                -------------------------------------------
                                MADISON F. GROSE


                                THE MADISON F. GROSE IRREVOCABLE
                                INSURANCE TRUST

                                By: /s/ Ellis F. Rinaldi
                                    ---------------------------------------
                                      Name:     Ellis F. Rinaldi
                                      Title:    Trustee


                                ---------------------------------------
                                MAX C. CHAPMAN


                                /s/ Merrick R. Kleeman
                                ---------------------------------------
                                MERRICK R. KLEEMAN


                                ---------------------------------------
                                EUGENE A. GORAB


                                      - 8 -


<PAGE>   82
                                /s/ Jamie R. Gates
                                ---------------------------------------
                                JAMIE R. GATES


                                /s/ Carly Simon
                                ---------------------------------------
                                CARLY SIMON


                                ---------------------------------------
                                STEVEN R. GOLDMAN


                                /s/ Alan Schwartz
                                ---------------------------------------
                                ALAN SCHWARTZ


                                /s/ Jay Sugarman
                                ---------------------------------------
                                JAY SUGARMAN


                                /s/ John Z. Kukral
                                ---------------------------------------
                                JOHN Z. KUKRAL


                                /s/ Jerome C. Silvey
                                ---------------------------------------
                                JEROME C. SILVEY


                                /s/ Geoffrey T. Boisi
                                ---------------------------------------
                                GEOFFREY T. BOISI



                                ---------------------------------------
                                MICHAEL MUELLER


                                /s/ Donna Mitchell
                                ---------------------------------------
                                CLATE JOSEPH KORSANT TRUST


                                By: /s/ Donna Mitchell
                                    -----------------------------------
                                    Name:  Donna Mitchell
                                    Title: Trustee


                                By: /s/ Dirk Ziff
                                    -----------------------------------
                                    Name:  Dirk Ziff
                                    Title: Trustee


                                      - 9 -
<PAGE>   83
                                /s/ Donna Mitchell
                                ---------------------------------------
                                JUSTIN FREDERICK KORSANT TRUST

                                By: /s/ Donna Mitchell
                                    -----------------------------------
                                    Name:  Donna Mitchell
                                    Title: Trustee

                                By: /s/ Dirk Ziff
                                    -----------------------------------
                                    Name:  Dirk Ziff
                                    Title: Trustee

                                /s/ James G. Babb, III
                                ---------------------------------------
                                JAMES G. BABB, III


                                LAMBSTER PARTNERS LIMITED
                                PARTNERSHIP

                                By:
                                    -----------------------------------
                                      Name:
                                      Title:    General Partner


                                /s/ Jeff Dishner
                                ---------------------------------------
                                JEFF DISHNER


                                ---------------------------------------
                                GEOFFREY BEER


                                ---------------------------------------
                                CHARLES E. MUELLER, M.D.


                                ---------------------------------------
                                LOWELL D. KRAFF


                                /s/ Stephen Fiore
                                ---------------------------------------
                                STEPHEN FIORE


                                /s/ Jennifer Albero
                                ---------------------------------------
                                JENNIFER ALBERO


                                ---------------------------------------
                                JAMES A. KLEEMAN, M.D., PC




                                     - 10 -


<PAGE>   84

                                /s/ Ellis F. Rinaldi
                                ---------------------------------------
                                ELLIS F. RINALDI


                                /s/ J. Peter Paganelli
                                ---------------------------------------
                                J. PETER PAGANELLI


                                ---------------------------------------
                                JOHN F. COUTURE


                                /s/ James Oldham
                                ---------------------------------------
                                JAMES OLDHAM


                                THE PRUDENTIAL INSURANCE COMPANY
                                OF AMERICA, on behalf of Prudential Property
                                Investment Separate Account II

                                By:  /s/ Roger S. Pratt
                                   ------------------------------------
                                      Name:  Roger S. Pratt
                                      Title: Vice President/Managing Director


                                ELEANOR MENDELL, AS TRUSTEE OF THE
                                GARY MENDELL FAMILY TRUST

                                By: /s/ Eleanor Mendell
                                   ------------------------------------
                                      Name:     Eleanor Mendell
                                      Title:    Trustee

                                /s/ Gary Mendell
                                ---------------------------------------
                                GARY MENDELL

                                /s/ Ellen-Jo Mendell
                                ---------------------------------------
                                ELLEN-JO MENDELL

                                /s/ Stephen Mendell
                                ---------------------------------------
                                STEPHEN MENDELL


                                     - 11 -

<PAGE>   85
                                ---------------------------------------
                                JUDITH K. RUSHMORE

                                /s/ Murray Dow II
                                ---------------------------------------
                                MURRAY DOW II


                                WESTPORT HOSPITALITY, INC.

                                By:  /s/ Gary Mendell
                                   ---------------------------------------
                                      Name:  Gary Mendell
                                      Title: President


                                ZAPCO HOLDINGS, INC.

                                By:  /s/ Orna L. Shulman
                                   ---------------------------------------
                                      Name:  Orna L. Shulman
                                      Title: Executive Vice President


                                ZAPCO HOLDINGS, INC. DEFERRED
                                COMPENSATION PLAN TRUST

                                By:  /s/ Nancy Heinrich
                                   ---------------------------------------
                                      Name:  Nancy Heinrich
                                      Title:    Trustee

                                /s/ Orna L. Shulman
                                ---------------------------------------
                                ORNA L. SHULMAN


                                ---------------------------------------
                                ARTHUR GREEN


                                ---------------------------------------
                                MICHAEL HALL


                                     - 12 -
<PAGE>   86



                                ---------------------------------------
                                MARK ROSINSKY


                                     - 13 -
<PAGE>   87
                                ---------------------------------------
                                RANDI ROSINSKY

                                /s/ John Daily
                                ---------------------------------------
                                JOHN DAILY


                                ---------------------------------------
                                FELIX CACCIATO

                                /s/ Thomas Clearwater
                                ---------------------------------------
                                THOMAS CLEARWATER


                                ---------------------------------------
                                HARVEY MOORE


                                ---------------------------------------
                                TRACY DRISCOLL


                                     - 14 -
<PAGE>   88
                            CERTIFICATE OF ADMISSION
                        OF SLT REALTY LIMITED PARTNERSHIP


                  THIS CERTIFICATE OF ADMISSION OF SLT REALTY LIMITED
PARTNERSHIP ("Certificate of Admission") is made effective January 2, 1998, by
Starwood Lodging Trust, a Maryland real estate investment trust, as the General
Partner of SLT Realty Limited Partnership, a Delaware limited partnership
("Partnership"), which was formed pursuant to the provisions of that certain
Limited Partnership Agreement of the Partnership dated as of December 15, 1994
and amended and restated as of June 29, 1995 and again as of November 14, 1997
and subsequently amended as of January 1, 1998 (as such agreement may be
hereafter amended from time to time, "Partnership Agreement"). All capitalized
terms not defined herein shall have the same meaning set forth in the
Partnership Agreement.

                                 R E C I T A L S

                  WHEREAS, as of September 8, 1997, that certain Transaction
Agreement ("Transaction Agreement") was entered into among the General Partner,
the Partnership, SLC, the Operating Partnership, Westin Hotels & Resorts
Worldwide, Inc. ("Westin Worldwide"), a Delaware corporation, W&S Seattle Corp.
("Seattle"), a Delaware corporation, W&S Lauderdale Corp. ("Lauderdale"), a
Delaware corporation, W&S Denver Corp. ("Denver"), a Delaware corporation, and
the other parties thereto;

                  WHEREAS, pursuant to the Transaction Agreement, it is
contemplated that, among other things, the Persons whose names appear below the
General Partner's name on the signature pages of this Certificate of Admission
(each a "Contributing Party" and, collectively, the "Contributing Parties") will
contribute to the Partnership certain of the outstanding shares of capital stock
of Seattle, Lauderdale and Denver in exchange for Class A Units described below;

                  WHEREAS, pursuant to Section 4.1(e) of the Partnership
Agreement, the General Partner is authorized to cause the Partnership to issue
additional Partnership Interests 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
rights, powers and duties senior to the then-existing Partnership Interests and
Units, as shall be determined by the General Partner in its sole and absolute
discretion; and

                  WHEREAS, pursuant to Section 11.1(b)(3) and (4) of the
Partnership Agreement, the General Partner is authorized to amend the
Partnership Agreement without the Consent of the Limited Partners, and in
accordance with Section 11.1(b) of the Partnership Agreement, the Limited
Partners have received five Business Days' notice of this Certificate of
Admission.

                  NOW THEREFORE, the undersigned certifies that all appropriate
actions have been


                                      - 1 -
<PAGE>   89
taken to admit the Contributing Parties to the Partnership upon the terms and
conditions set forth below:

         SECTION 1. Each Contributing Party is hereby admitted as a Limited
Partner of the Partnership and shall receive, inter alia, its share of a maximum
total of 597,844 Class A Units(1) to be issued pursuant to the Transaction
Agreement. The number of Class A Units received by each Contributing Party is
set forth next to each such Contributing Party's signature block below. The
General Partner hereby consents to each such admission. If the number of Class A
Units to be received by any Contributing Party shall be adjusted after the date
hereof in accordance with the terms of or in connection with the Transaction
Agreement, the General Partner shall amend this Certificate of Admission to
reflect such adjustment.

         SECTION 2. Each Contributing Party has agreed to comply with and to be
bound by the terms and conditions of the Partnership Agreement. Each
Contributing Party has represented that, to the best of its knowledge, its
admission as a Limited Partner does not violate any of the restrictions set
forth in Section 9.3 of the Partnership Agreement.

         SECTION 3. The Partnership Agreement is hereby amended such that each
and every reference to the "Limited Partners" or to a "Limited Partner" includes
each Contributing Party.

         SECTION 4. Exhibit A to the Partnership Agreement is hereby amended to
reflect this Certificate of Admission.

         SECTION 5. Exhibit B to the Partnership Agreement is hereby amended to
reflect this Certificate of Admission. The notice address of each Contributing
Party is set forth on Exhibit A to this Certificate of Admission.

         SECTION 6. Section 1.1 of the Partnership Agreement is hereby amended
by the addition of the following defined terms:

                           "Class A Certificate of Admission" shall mean the
         Certificate of Admission of SLT Realty Limited Partnership, dated as of
         January 2, 1998, that authorizes the issuance of the Class A Units.

                           "Class A Limited Partners" shall mean those Persons
         admitted to the Partnership pursuant to the Class A Certificate of
         Admission, and any Person who, at the time of reference thereto, is a
         Class A Limited Partner of the Partnership.

                           "Class A Liquidation Preference Distribution" shall
         mean, with respect to a Class A Unit, an amount equal to the "fair
         market value" of one OP Ordinary Unit,

--------

(1) The exact number of Class A Units to be issued to each Contributing Party
will be determined on or about December 29, 1997 in a manner consistent with the
Transaction Agreement.

                                      - 2 -
<PAGE>   90
         which shall be payable only in the event of the dissolution and
         liquidation of the Partnership not preceded or accompanied by a
         liquidation and dissolution of the Operating Partnership. Such fair
         market value shall be determined in good faith by the General Partner
         as of the effective date of such liquidation and dissolution or, if no
         such effective date applies, as of the date of the first liquidating
         distribution pursuant to Section 8.2. In the event of any change in (i)
         the nature or amount of securities constituting a unit of Paired Shares
         under the pairing agreement between the General Partner and SLC, (ii)
         the correspondence of the number of non-preferred Units in the
         Partnership to the number of Paired Shares outstanding or (iii) the
         correspondence of the number of OP Ordinary Units to the number of
         Paired Shares outstanding, the amount of the Class A Liquidation
         Preference that shall accrue with respect to each Class A Unit as a
         function of the fair market of each OP Ordinary Unit shall be equitably
         adjusted.

                           "Class A RP Special Distribution" shall mean, with
         respect to a Class A Unit, an amount equal to the sum, in cash, of the
         fair market value of all operating and liquidating distributions by the
         Operating Partnership with respect to OP Ordinary Units on or after
         January 2, 1998 (whether pursuant to Section 6.2 or 8.2 of the
         Operating Partnership Agreement) in an amount per Class A Unit equal to
         the amount so distributed in respect of each OP Ordinary Unit. In the
         event of any change in (i) the nature or amount of securities
         constituting a unit of Paired Shares under the pairing agreement
         between the General Partner and SLC, (ii) the correspondence of the
         number of non- preferred Units in the Partnership to the number of
         Paired Shares outstanding or (iii) the correspondence of the number of
         OP Ordinary Units to the number of Paired Shares outstanding, the
         amount of the Class A Special Distribution that shall accrue with
         respect to each Class A Unit as a function of the amount of the
         corresponding distribution on the OP Ordinary Units shall be equitably
         adjusted. Class A RP Special Distributions may only be made with
         respect to Class A Units and shall be due at the same time as such
         operating or liquidating distributions are made by the Realty
         Partnership.

                           "Class A Units" shall mean, collectively, the
         interests of Class A Limited Partners in capital, allocations of Net
         Income, Net Loss and distributions, including Class A RP Special
         Distributions and Class A Liquidation Preference Distributions, if any.
         The number of Class A Units owned by each Class A Limited Partner is
         set forth on Exhibit A hereto.

                           "OP Ordinary Units" shall mean units of the Operating
         Partnership other than units entitled to receive priority distributions
         under the Operating Partnership Agreement such as the Class A Units and
         Class B Units (as those terms are defined in the Operating Partnership
         Agreement).

                           "Operating Partnership Agreement" shall mean that
         certain Limited Partnership Agreement of the Operating Partnership
         dated as of December 15, 1994 and amended and restated as of June 29,
         1995 and again as of November 14, 1997 and

                                     - 3 -
<PAGE>   91
         subsequently amended as of January 1, 1998 pursuant to the First
         Amendment to Second Amended and Restated Limited Partnership Agreement
         of SLC Operating Limited Partnership Agreement and as of January 2,
         1998 pursuant to the Certificate of Admission of SLC Operating Limited
         Partnership, and as may hereafter be further amended, supplemented or
         restated from time to time.

                           "Units" shall have the meaning set forth in Section
         4.1(c) hereof, and such term shall include Class A Units except where
         the context otherwise requires.

         SECTION 7. Section 6.1(a) of the Partnership Agreement is hereby
amended and restated in its entirety as follows:

         (a)     Allocation of Net Income and Net Loss.

                                            (i)      Net Income.  Except as
         otherwise provided herein, Net Income for any fiscal year or other
         applicable period shall be allocated in the following order and
         priority:

                                                     (A)      first, to the
         General Partner, until the cumulative Net Income allocated pursuant to
         this Section 6.1(a)(i)(A) for the current and all prior periods equals
         the cumulative Net Loss allocated pursuant to Section 6.1(a)(ii)(D) for
         all prior periods;

                                                     (B)      second, to the
         holders of Units, including Class A Units, to the extent of, in
         proportion to and in reverse order of their prior allocations of Net
         Loss pursuant to Section 6.1(a)(ii)(C) until the cumulative Net Income
         allocated pursuant to this Section 6.1(a)(i)(B) for the current and all
         prior periods equals the cumulative Net Loss allocated to such holders
         pursuant to Section 6.1(a)(ii)(C) for all prior periods;

                                                     (C) third, to the holders
         of Class A Units until each holder of Class A Units has been allocated
         Net Income pursuant to this Section 6.1(a)(i)(C) in an amount equal to
         its accrued Class A Special Distributions, if any;

                                                     (D) fourth, to the holders
         of Class A Units until each holder of Class A Units has been allocated
         Net Income pursuant to this Section 6.1(a)(i)(D) in an amount equal to
         the excess of its accrued Class A Liquidation Preference Distributions,
         if any, over the portion of such holder's initial Capital Account
         balance allocable to the Class A Liquidation Preference;

                                                     (E) fifth, to the extent
         the Partnership has made distributions pursuant to Section 6.2(c) to
         the holders of Units, including Class A Units, in accordance with and
         in proportion to distributions made under Section 6.2(c); and

                                     - 4 -
<PAGE>   92
                                                     (F) thereafter, to the
         holders of Units, including Class A Units, in accordance with and in
         proportion to their respective holdings of Units.

                                            (ii)     Net Loss.  Except as
         otherwise provided herein, Net Loss of the Partnership for each fiscal
         year or other applicable period shall be allocated in the following
         order and priority;

                                                     (A)      first, to the
         holders of Units, including Class A Units, to the extent of, in
         proportion to, and in the reverse order of, Net Income previously
         allocated to the Partners pursuant to Section 6.1(a)(i)(F), until the
         cumulative Net Loss allocated pursuant to this Section 6.1(a)(ii)(A)
         for the current and all prior periods equals the cumulative Net Income
         allocated pursuant to Section 6.1(a)(i)(F) for all prior periods;

                                                     (B)      second, to the
         holders of Class A Units to the extent of and in proportion to their
         prior allocations of Net Income pursuant to Section 6.1(a)(i)(C) and
         (D) until the cumulative Net Loss allocated pursuant to this Section
         6.1(a)(ii)(B) for the current and all prior periods equals the
         cumulative Net Income allocated to such holders pursuant to Section
         6.1(a)(i)(C) and (D) for all prior periods;

                                                     (C)      third, to the
         holders of Units, including Class A Units, in accordance with their
         respective holdings of Units, provided that Net Losses shall not be
         allocated pursuant to this Section 6.1(a)(ii)(C) to the extent such
         allocations would cause any Limited Partner to have an Adjusted Capital
         Account Deficit as of the end of the fiscal year to which such Net Loss
         relates; and

                                                     (D)      the balance, if
         any, to the General Partner.

         SECTION 8. Section 6.2 of the Partnership Agreement is hereby amended
and restated in its entirety as follows:

                           6.2 Distributions. The General Partner shall cause
         the Partnership to distribute all, or such portion as the General
         Partner may in its reasonable discretion determine, of Net Cash Flow in
         accordance with the distribution rules described below to the holders
         of applicable Units who are holders on the Record Date with respect to
         such distribution; provided that the General Partner shall be at all
         times authorized to cause the Partnership to distribute to the holders
         of Units pro rata in accordance with the holders' ownership of Units,
         sufficient amounts to enable the General Partner to pay shareholder
         dividends that will satisfy the REIT Requirements. For such purposes,
         Net Cash Flow shall be distributed:

                                     - 5 -
<PAGE>   93
                                    (a)     first, to the holders of Class A
         Units, pro rata in accordance with the holders' ownership of Class A
         Units, in an amount equal to the excess, if any, of (i) the total of
         all Class A RP Special Distributions that have accrued as of the date
         of payment of such distribution, less (ii) the total of all previous
         distributions to the holders of Class A Units in respect of such Class
         A RP Special Distributions pursuant to Section 8.2(a)(iv), if any, and
         this Section 6.2(a);

                                    (b)     except as otherwise provided in
         Sections 6.2(c), to the holders of Units, including Class A Units, who
         are holders on the Partnership Record Date with respect to such
         distribution pro rata in accordance with the holders' ownership of
         Units, including Class A Units; and

                                    (c)      when the General Partner declares
         a distribution to holders of Shares and the amount otherwise determined
         to be distributable to each holder of a Unit, including Class A Units,
         under Section 6.2(b) results in an amount that is less than the amount
         distributable to each holder of a Share (on a per Share to per Unit
         basis), the General Partner shall cause the Partnership to distribute
         sufficient amounts to holders of Units, including Class A Units, as of
         the Partnership Record Date so that such holders of Units, including
         Class A Units, will receive an amount per Unit equal to the related
         distributions to holders of Shares (on a per Share to per Unit basis).
         The General Partner shall accomplish this by reducing the amounts
         otherwise distributable to it under Section 6.2(b) and increasing the
         amount otherwise distributable to holders of Units, including Class A
         Units, under Section 6.2(b) and, to the extent necessary, by
         contributing additional capital to the Partnership.

         SECTION 9. Section 8.2(a) of the Partnership Agreement is hereby
amended and restated in its entirety as follows:

                           8.2      Distributions on Dissolution.

                           (a) In the event of the dissolution and liquidation
         of the Partnership for any reason, the assets of the Partnership shall
         be liquidated for distribution in the following rank and order:

                           (i)  payment of creditors of the Partnership,
         including creditors who are Partners or former Partners;

                           (ii) establishment of reserves as provided by the
         Liquidating Trustee to provide for contingent liabilities, if any;

                           (iii) to the holders of Class A Units, pro rata in
         accordance with the holders' ownership of Class A Units, in an amount
         equal to the excess, if any, of (x) the Class A Liquidation Preference
         Distribution, over (y) the sum of all prior distributions to

                                     - 6 -
<PAGE>   94
         holders of Class A Units pursuant to this Section 8.2(a)(iii);

                           (iv) to the holders of Class A Units, pro rata in
         accordance with the holders' ownership of Class A Units, in an amount
         equal to the excess, if any, of (x) the total of all Class A RP Special
         Distributions that have accrued as of the date of payment of such
         liquidating distribution, less (y) the total of all previous
         distributions to the holders of Class A Units in respect of such Class
         A RP Special Distributions pursuant to Section 6.2(a) and this Section
         8.2(a)(iv); and

                           (v) to the holders of Units, including Class A Units,
         in accordance with the positive balances in their Capital Accounts
         after giving effect to all contributions, distributions and allocations
         for all periods.

         Whenever the Liquidating Trustee reasonably determines that any
         reserves established pursuant to paragraph (ii) above are in excess of
         the reasonable requirements of the Partnership, the amount determined
         to be excess shall be distributed to the Partners in accordance with
         the provisions of this Section 8.2(a). No Partner or holder of Units
         shall be liable to any other Partner or holder of Units for a deficit
         balance in its Capital Account.

         SECTION 10. Notwithstanding Section 6.16(d) of the Transaction
Agreement, no restrictions on the transfer of the shares of Denver, Seattle or
Lauderdale shall be enforced if and only to the extent that such restriction
would cause Denver, Seattle or Lauderdale to fail to meet the requirements of
Section 856(a)(2) of the Code.

         SECTION 11. As provided for in this Certificate of Admission and as
otherwise necessary or appropriate to reflect the admission of the Contributing
Parties to the Partnership, the Partnership Agreement is hereby amended
effective as of the date first written above. Except as otherwise provided in
this Certificate of Admission, each and every provision of the Partnership
Agreement remains in full force and effect.

                  IN WITNESS WHEREOF, the party hereto has executed this
Certificate of Admission or caused this Certificate of Admission to be executed
on its behalf as of the date first above written.


                                   STARWOOD LODGING TRUST, a Maryland real
                                   estate investment trust


                                   By: /s/ Ronald C. Brown
                                      __________________________________
                                         Name:  Ronald C. Brown
                                         Title: Senior Vice President and
                                                Chief Financial Officer

                                     - 7 -
<PAGE>   95
                  IN WITNESS WHEREOF, the Contributing Parties hereby agree to
and acknowledge the terms of this Certificate of Admission.


117,036 Units                             WHWE L.L.C.

                                          By:      Whitehall Street Real Estate
                                                   Limited Partnership V,
                                                   Member and Manager

                                          By:


                                          By:



                                          By: /s/ Jonathan Langer
                                              ___________________________
                                                   Name:  Jonathan Langer
                                                   Title: Attorney-in-fact for
                                                          Whitehall Street Real
                                                          Estate Limited
                                                          Partnership V


221,081 Units                             Woodstar Investor Partnership

                                          By:      Marswood Investors, L.P.,
                                                   General Partner

                                          By:      Starwood Capital Group, L.P.,
                                                   General Partner

                                          By:      BSS Capital Partners, L.P.,
                                                   General Partner

                                          By:      Sternlicht Holdings II, Inc.,
                                                   General Partner


                                          By: /s/ Ronald C. Brown
                                              _________________________
                                                   Name: Ronald C. Brown
                                                   Title: Attorney-in-fact


                                     - 8 -
<PAGE>   96
132,192 Units                             Nomura Asset Capital Corporation


                                          By: /s/ Daniel S. Abrams
                                              _________________________
                                                   Name:  Daniel S. Abrams
                                                   Title: Managing Director


                                      - 9 -
<PAGE>   97
                                    EXHIBIT A

1)       If to WHWE L.L.C., to:

         85 Broad Street
         New York, New York 10004

         Attention:        Stuart M. Rothenberg
         Telecopier:       (212) 357-5505

2)       If to Woodstar Investor Partnership, to:

         Three Pickwick Plaza, Suite 250
         Greenwich, CT 06830

         Attention:        Barry S. Sternlicht
         Telecopier:       (203) 861-2101


3)       If to Nomura Asset Capital Corporation, to:

         Two World Financial Center, Building B
         New York, NY 10281

         Attention:        Daniel S. Abrams
         Telecopier:       (212)  667-1666



                                     - 10 -