EXHIBIT 10.10
FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the
"Amendment"), is entered into as of the 1st day of January, 1998, by and among
Cavanaughs Hospitality Corporation, a Washington corporation ("CHC" or "General
Partner"), North River Drive Company, a Washington corporation ("NRDC" or
"Original Limited Partner"), and the Persons whose names are set forth on
Exhibit A attached hereto (the "Incoming Partners").
A. CHC, as General Partner, and NRDC, 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").
B. The Incoming Partners propose to contribute certain property
to the Partnership in exchange for Partnership Units in the Partnership.
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 Partners are hereby admitted, effective as of the date hereof, to
the Partnership as Additional
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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 Partners' Capital Contributions in exchange for Partnership Units,
the Percentage Interests of the Partners are as set forth on Exhibit B hereto.
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, President
ORIGINAL LIMITED PARTNER:
NORTH RIVER DRIVE COMPANY, a
Washington Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx,
Vice President
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INCOMING PARTNERS:
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
XXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
XXXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
XXXXXX X. XXXXXXXX
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
XXXXXX XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
XXXXXXX X. XXXXXXXX
/s/ Cara Xxx Xxxxxx
-----------------------------------
CARA XXX XXXXXX
XXXXXXXX FAMILY FOUNDATION, INC., a
Washington corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Print Name: Xxxxxxx X. Xxxxxxxx
Title: President
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EXHIBIT A
Incoming Partners: Address For Notices: Partnership Units:
----------------- ------------------- -----------------
Xxxxxx X. Xxxxxxxx and 000 X. Xxxxxxxxxx Xxxx 0X 44,837
Xxxxxxx X. Xxxxxxxx, Xxxxxxx, XX 00000
husband and wife
Xxxxxx X. Xxxxxxxx and E. 2210 34th 32,608
Xxxxxx Xxxxxxxx, Xxxxxxx, XX 00000
husband and wife
Xxxxxxx X. Xxxxxxxx and 000 X. Xxxxxxxxxx Xxxx. X000 8,154
Cara Xxx Xxxxxx, Xxxxxxx, XX 00000
husband and wife
Xxxxxxxx Family 000 X. Xxxxx Xxxxx Xx. 65,218
Foundation, Inc. Xxxxxxx, XX 00000
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EXHIBIT B
PERCENTAGE INTERESTS OF THE PARTNERS
Partnership Units Percentage Interest
----------------- -------------------
General Partner:
Cavanaughs Hospitality 70,842.51(A) 0.9792%
Corporation 6,942,567.98(B) 95.9572%
Limited Partners:
North River Drive Company 70,842.51 0.9792%
Xxxxxx X Xxxxxxxx and 44,837.00 0.6197%
Xxxxxxx X. Xxxxxxxx,
husband and wife
Xxxxxx X. Xxxxxxxx and 32,608.00 0.4506%
Xxxxxx Xxxxxxxx,
husband and wife
Xxxxxxx X. Xxxxxxxx and 8,154.00 0.1127%
Cara Xxx Xxxxxx,
husband and wife
Xxxxxxxx Family Foundation, 65,218.00 0.9014%
Inc.
------------ --------
TOTAL: 7,235,070.00 100.0000%
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(A.) As a General Partner Interest.
(B.) As a Limited Partner Interest.
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