EXHIBIT 10.16
SEVENTH AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF WESTCOAST HOSPITALITY LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
THIS SEVENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the
"Amendment") is entered into effective as of January 1, 2001 by and among
WestCoast Hospitality Corporation, a Washington corporation ("WHC"), and Xxxxxx
Xxxxxxx Hotel Associates Limited Partnership, a Washington limited partnership
("Xxxxxx").
A. WHC, 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 (as amended by this and prior
Amendments referred to hereafter as the "Partnership Agreement"). The
Partnership was renamed WestCoast Hospitality Limited Partnership by the Sixth
Amendment to the Partnership Agreement on June 30,2000.
B. WHC has completed on April 8, 1998 the initial public offering
of WHC Shares under the terms of which 5,962,250 shares have been issued
(consisting of 5,175,000 share basic offering, 776,250 share over-allotment, and
11,000 share restricted stock grant all as described in the prospectus of the
initial public offering), has periodically issued or redeemed WHC Shares
thereafter as provided by the Partnership Agreement, and has contributed the
proceeds thereof to the Partnership for the corresponding adjustment in the
number of Partnership Units held by WHC as a Limited Partner Interest.
X. Xxxxxx holds 145,147.76 Partnership Units acquired under the
terms of the third Amendment to Agreement of Limited Partnership dated as of
Xxxxx 00, 0000
X. Xxxxxx has exercised its Redemption Right under the
Partnership Agreement by delivering to WHC effective on January 1, 2001 that
Notice of Redemption which is attached to and incorporated in this Seventh
Amendment by this reference as Exhibit A for the redemption of 9,804 Partnership
Units. As a matter of accounting convenience, Xxxxxx and WHC have agreed that
the Specified Redemption Date shall as of the end of calendar year 2000, with
ownership changes deemed to be January 1, 2001.
E. WHC has exercised its rights under the Partnership Agreement
to satisfy all of the Redemption Right exercised by Xxxxxx by electing to
acquire all of the 9,804 Partnership Units from Xxxxxx for the Cash Amount.
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. WHC and Xxxxxx are each bound by prior
signature to each of the terms, covenants and conditions of the Partnership
Agreement.
Seventh Amendment 1
3. Transfer of Xxxxxx Ownership Rights as to Partnership Units.
Xxxxxx conveys and transfers to WHC the ownership of 9,804 Partnership Units
effective as of January 1, 2001,and hereby represents, warrants and certifies,
that Xxxxxx (a) has marketable and unencumbered title to such Partnership Units,
free and clear of the rights of or interests of any other person or entity, (b)
has the full right, power and authority to redeem and transfer such Partnership
Units as provided herein, and (c) has obtained the consent or approval of all
persons or entities, if any, having the right to consult or approve such
redemption and transfer.
4. Acquisition by WHC of Ownership Rights as to Partnership
Units. WHC acquires as a Limited Partner 9,804 Partnership Units formerly owned
by Xxxxxx as effective as of January 1, 2001.
5. Percentage Interests. After giving effect to the redemption
and transfer of Xxxxxx ownership rights and acquisition by WHC of ownership
rights as described in this Seventh Amendment, the Percentage Interests of the
Partners are as set forth on Exhibit B hereto, subject to change as described in
the Partnership Agreement.
6. Scope of Amendment. Except as expressly modified or amended by
this Amendment, the 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.
IN WITNESS WHEREOF, the General Partner and Xxxxxx have executed this
Amendment as of the date first above written.
GENERAL PARTNER AND INCOMING LIMITED PARTNER:
WESTCOAST HOSPITALITY CORPORATION, a Washington
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------
Xxxxxx X. Xxxxxxxx, President
REDEEMING PARTNER:
XXXXXX XXXXXXX HOTEL ASSOCIATES LIMITED
PARTNERSHIP by Spokane Hotel, Inc. General Partner
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------------
Xxxxxx Xxxxxxxx, President
Seventh Amendment 2
EXHIBIT A
NOTICE OF REDEMPTION
The undersigned hereby irrevocably (i) redeems 9,804 Partnership Units
in WestCoast Hospitality Limited Partnership in accordance with the terms of the
Limited Partnership Agreement of WestCoast Hospitality Limited Partnership and
the Redemption Right referred to therein, (ii) surrenders such Limited
Partnership Units and all right, title and interest therein, and (iii) directs
that the Cash Amount deliverable upon exercise of the Redemption Right be
delivered to the addresses specified below. The undersigned hereby represents,
warrants and certifies, that the undersigned (a) has marketable and unencumbered
title to such Partnership Units, free and clear of the rights of or interests of
any other person or entity, (b) has the full right, power and authority to
redeem and surrender such Partnership Units as provided herein, and (c) has
obtained the consent or approval of all persons or entities, if any, having the
right to consult or approve such redemption and surrender.
Dated: January 1, 2001
Name of Limited Partner: XXXXXX XXXXXXX HOTEL ASSOCIATES LIMITED PARTNERSHIP
BY SPOKANE HOTEL, INC., ITS GENERAL PARTNER
By /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxxx, President
0000 Xxxxxxx Xxx
Xxxxxxx, XX 00000
Signature guaranteed by: _________________________________________
__________________________________
(Type or print name)
Seventh Amendment 3
EXHIBIT B
PERCENTAGE INTEREST OF PARTNERS
Percentage
Partnership Units Interests
----------------- ---------
GENERAL PARTNER:
WestCoast Hospitality 70,842.51 0.53368%
Corporation as General
Partner
LIMITED PARTNERS:
WestCoast Hospitality 12,836,581.0 96.70301%
Corporation as Limited
Partner
North River Drive Company 70,842.51 0.53368%
WestCoast Hospitality 9804.0 .07386%
Corporation as O P unit
Holder (acquired from
Xxxxxx)
Xxxxxx X. Xxxxxxxx and 44,837.00 0.33777%
Xxxxxxx X. Xxxxxxxx,
Husband and wife
Xxxxxx X. Xxxxxxxx and 32,608.00 0.24565%
Xxxxxx Xxxxxxxx,
Husband and wife
Xxxxxxx X. Xxxxxxxx and Xxxx 8,154.00 0.06143%
Xxx Xxxxxx,
Husband and wife
Xxxxxxxx Family Foundation, 65,218.00 0.49131%
Inc.
Xxxxxx Xxxxxxx Hotel 135,343.76 1.01960%
Associates Limited
Partnership
Total 13,274,230.78 100.0%
Seventh Amendment 4
