EXHIBIT 10.12
THIRD AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
THIS THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the
"Amendment"), is entered into as of the 28th day of April, 1998, by and among
Cavanaughs Hospitality Corporation, a Washington corporation ("CHC" or "General
Partner"), Xxxxxx Xxxxxxx Hotel Associates Limited Partnership, a Washington
limited partnership, ("Xxxxxx") and the persons whose names are set forth on
Exhibit A attached hereto (the "Incoming Partners").
A. CHC, as General Partner, and North River Drive Company, a
Washington corporation, as Limited Partner, formed a Delaware Limited
Partnership named Cavanaughs Hospitality Limited Partnership (the "Partnership")
pursuant to the terms of an Amended and Restated Agreement of Limited
Partnership, dated as of November 1, 1997 (the "Original Partnership
Agreement").
X. Xxxxxx proposes to contribute certain property to the
Partnership in exchange for Partnership Units in the Partnership to be
distributed to the Incoming Partners, which are Xxxxxx and/or partners of Xxxxxx
as of April 28, 1998.
C. The General Partner is willing to consent to the admission of
the Incoming Partners as Limited Partners of the Partnership and to cause the
Partnership to accept the Incoming Partners' capital contributions and issue
Partnership Units therefor.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to such terms in the Original
Partnership Agreement.
2. Agreement to be Bound. By their signatures below, the Incoming
Partners, and each of them, hereby unconditionally accept, affirm and agree to
be bound by each of the terms, covenants and conditions of the Original
Partnership Agreement, as amended by this Amendment (the "Partnership
Agreement"), including, without limitation, the power of attorney granted in
Section 2.4 thereof.
3. General Partner Consent. The General Partner hereby consents
to the admission of the Incoming Partners as an Additional Limited Partners.
4. Admission of Incoming Partners; Issuance of Partnership Units.
The Incoming
1
Partners are hereby admitted, effective as of the date hereof, to the
Partnership as Additional Limited Partners. In consideration for the Capital
Contributions made by the Incoming Partner, each Incoming Partner shall be
issued the number of Partnership Units (as a Limited Partner Interest) as is set
forth opposite such Incoming Partner's name on Exhibit A hereto.
5. Percentage Interests. After giving effect to the acceptance of
the Incoming Partner's Capital Contributions in exchange for Partnership Units,
the Percentage Interests of the Partners are as set forth on Exhibit B hereto,
subject to future adjustment as provided in the Partnership Agreement.
6. Scope of Amendment. Except as expressly modified or amended by
this Amendment, the Original Partnership Agreement shall remain in full force
and effect and be binding on the parties in accordance with its terms. This
Amendment shall be binding upon and inure to the benefit of the parties hereto,
and their respective heirs, personal representatives, successors and assigns.
7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
GENERAL PARTNER:
CAVANAUGHS HOSPITALITY CORPORATION, a
Washington corporation
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxx, its President
XXXXXX:
XXXXXX XXXXXXX HOTEL ASSOCIATES LIMITED
PARTNERSHIP, by Spokane Hotel, Inc., General
Partner
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Xxxxxx Xxxxxxxx, its President
2
EXHIBIT A
Incoming Partner: Address For Notices: Partnership Units:
---------------- ------------------- -----------------
Xxxxxx Xxxxxxx Hotel Spokane Hotel Inc. 145,147.76
Associates Limited c/o Xxxxxx Xxxxxxxx
Partnership, a Washington Xxxxxx Equities
limited partnership 0000 0xx Xxx.
Xxxxxxx, XX 00000
3
EXHIBIT B
THIRD AMENDMENT TO CHLP AGR.
PERCENTAGE INTEREST OF THE PARTNERS
Partnership Units Percentage Interests
----------------- --------------------
GENERAL PARTNER:
Cavanaughs Hospitality Corporation as General Partner 70,842.51 0.52701%
LIMITED PARTNERS:
Cavanaughs Hospitality Corporation as Limited Partner 12,904,817.98 96.00036%
North River Drive Company 70,842.51 0.52701%
Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, 44,837.00 0.33355%
husband and wife
Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, 32,608.00 0.24257%
husband and wife
Xxxxxxx X. Xxxxxxxx and Cara Xxx Xxxxxx, 8,154.00 0.08066%
husband and wife
Xxxxxxxx Family Foundation, Inc. 65,218.00 0.48516%
Xxxxxx Xxxxxxx Hotel Associates 145,147.76 1.07977%
Templin's Resort and Conference Center, Inc. 100,000.00 0.74391%
============= ========
Total 13,442,467.76 100.0%
