Exhibit 10.1(2)
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PATRIOT AMERICAN HOSPITALITY PARTNERSHIP, L.P.
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
This First Amendment is made as of May 7, 1997 by PAH GP, Inc., a Virginia
corporation, as general partner (the "General Partner") of Patriot American
Hospitality Partnership, L.P. (the "Partnership"), for the purpose of amending
the Second Amended and Restated Agreement of Limited Partnership of the
Partnership dated April 11, 1997 (as amended, the "Partnership Agreement"). All
capitalized terms used herein and not defined shall have the respective meanings
ascribed to them in the Partnership Agreement.
WHEREAS, in accordance with Article XI of the Partnership Agreement, the
General Partner desires to amend the terms and provisions of the Partnership
Agreement as provided in this Amendment.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Section 7.01 (d) is amended by deleting clause (i) of the first
sentence and inserting the following in lieu thereof:
"(i) substantially all of the assets of the successor or surviving
entity (the "Surviving General Partner"), other than Partnership Units held
by the General Partner, are contributed, directly or indirectly, to the
Partnership as a Capital Contribution with a fair market value equal to the
value of the assets so contributed as determined by the Surviving General
Partner in good faith; provided, however, that the Surviving General
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Partner may retain certain of its assets if, and only if, a majority of the
Independent Directors determine it to be in the best interests of the
Company and the Partnership and"
2. The Partnership Agreement and this Amendment shall be read together
and shall have the same effect as if the provisions of the Partnership Agreement
and this Amendment were contained in one agreement. Any provision of the
Partnership Agreement not amended by this Amendment shall remain in full force
and effect as provided in the Partnership Agreement immediately prior to the
date hereof.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the day and year first written above.
GENERAL PARTNER
PAH GP, INC.
/s/ Xxx X. Xxxxxxx
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By: Xxx X. Xxxxxxx
Its: Executive Vice President
LIMITED PARTNERS
By: PAH GP, Inc.
Its: Attorney-in-fact
/s/ Xxx X. Xxxxxxx
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By: Xxx X. Xxxxxxx
Its: Executive Vice President
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