EXHIBIT 10.13
FOURTH AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
THIS FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the
"Amendment"), is entered into as of the 14th day of June, 1999, by and among
Cavanaughs Hospitality Corporation, a Washington corporation ("CHC"), and
Templin's Resort & Conference Center, Inc., an Idaho corporation ("Xxxxxxx").
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 (as amended by this and prior
Amendments referred to hereafter as the "Partnership Agreement").
B. CHC has completed on April 8, 1998 the initial public offering
of CHC 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), and has contributed the proceeds thereof to the
Partnership for the corresponding number of new Partnership Units held by CHC as
a Limited Partner Interest.
X. Xxxxxxx holds 100,000 Partnership Units acquired under the
terms of the Second Amendment to Agreement of Limited Partnership dated April
20, 1998
X. Xxxxxxx has exercised its Redemption Right under the
Partnership Agreement by delivering to CHC on May 28, 1999 that Notice of
Redemption which is attached to and incorporated in this Fourth Amendment by
this reference as Exhibit A, with the result that the Specified Redemption Date
is June 14, 1999.
D. CHC has exercised its rights as General Partner under the
Partnership Agreement to satisfy all of the Redemption Right of Xxxxxxx by
electing to acquire all of the 100,000 Partnership Units from Xxxxxxx in
exchange for issuance to Xxxxxxx of 100,000 shares of common stock of CHC as of
the Specified Redemption Date.
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. CHC and Xxxxxxx are each bound by prior
signature to each of the terms, covenants and conditions of the Partnership
Agreement.
3. Termination of Xxxxxxx Ownership Rights as to Partnership
Units. The ownership rights of Xxxxxxx as to all 100,000 Partnership Units
previously owned by Xxxxxxx and the status of Xxxxxxx as a Limited Partner
terminate as of the close of business on the Specified Redemption Date.
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4. Acquisition by CHC of Ownership Rights as to Partnership
Units. CHC acquires as a Limited Partner all 100,000 Partnership Units formerly
owned by Xxxxxxx as of the close of business on the Specified Redemption Date.
5. Percentage Interests. After giving effect to termination of
Xxxxxxx ownership rights and acquisition by CHC of ownership rights as described
in this Fourth 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 Xxxxxxx have executed this
Amendment as of the date first above written.
GENERAL PARTNER AND INCOMING LIMITED
PARTNER:
CAVANAUGHS HOSPITALITY CORPORATION, a
Washington corporation
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxx, President
REDEEMING PARTNER:
TEMPLIN'S RESORT AND CONFERENCE CENTER, INC,
an Idaho corporation
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx, President
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EXHIBIT A
NOTICE OF REDEMPTION
The undersigned hereby irrevocably (i) redeems 100,000 Partnership
Units in Cavanaughs Hospitality Limited Partnership in accordance with the terms
of the Limited Partnership Agreement of Cavanaughs 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 or CHC Shares Amount (as determined by the General
Partner) deliverable upon exercise of the Redemption Right be delivered to the
addresses specified below, and if CHC Shares are to be delivered, such CHC
Shares be registered or placed in the name(s) and at the address(es) 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: May 27, 1999
Name of Limited Partner: Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------
(Signature of Limited Partner)
000 X. Xxxxx Xxxxxx
------------------------------
(Street Address)
Xxxx Xxxxx, Xxxxx 00000
------------------------------
(City, State, Zip Code)
Signature Guaranteed by:
/s/ Xxxxxxxx Xxxxxx
--------------------
If CHC Shares are to be issued, issue to:
TEMPLIN'S RESORT AND CONFERENCE CENTER, INC.
Name: Xxxxxx X. Xxxxxxx, President
Please insert social security or identifying number: ###-##-####
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EXHIBIT B
PERCENTAGE INTEREST
OF THE PARTNERS
Partnership Percentage
Units Interests
------------- ----------
GENERAL PARTNER:
Cavanaughs Hospitality 70,842.51 0.52701%
Corporation as General
Partner
LIMITED PARTNERS:
Cavanaughs Hospitality 13,004,817.98 96.74427%
Corporation as Limited
Partner
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 8,154.00 0.06066%
Xxx Xxxxxx,
husband and wife
Xxxxxxxx Family Foundation, 65,218.00 0.48516%
Inc.
Xxxxxx Xxxxxxx Hotel 145,147.76 1.07977%
Associates Limited ------------- --------
Partnership
Total 13,297,320.00 100.0%
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