EXHIBIT 10.5
XXXXXXXX HOSPITALITY LIMITED PARTNERSHIP
SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
THIS SECOND AMENDMENT (the "Amendment") is made effective as of
March 13, 1997, by and between Xxxxxxxx Hospitality Trust, Inc. (the
"Withdrawing General Partner"), Xxxxxxxx Hospitality REIT Trust (the
"General Partner"), and Xxxxx X. Xxxxxxxx, Xx., Xxxxxxxx Associates, Inc.
and Farmville Lodging Associates, LLC (together, the "Limited Partners").
WHEREAS, Xxxxxxxx Hospitality Limited Partnership (the "Partnership")
was formed as a limited partnership under the laws of the Commonwealth of
Virginia by a Certificate of Limited Partnership filed with the Secretary of
State of the Commonwealth of Virginia on August 28, 1994. The Partnership is
governed by an Agreement of Limited Partnership dated August 28, 1994, and
amended and restated November 29, 1994 and further amended on July 20, 1995,
maintained at the offices of the Partnership (the "Original Partnership
Agreement"); and
WHEREAS, the parties hereto wish to reflect the admission of Xxxxxxxx
Hospitality REIT Trust as a substitute general partner and allow the withdrawal
of Xxxxxxxx Hospitality Trust, Inc. as general partner through this amendment to
the provisions of the Partnership Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises contained herein and in the Partnership Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
. Xxxxxxxx Hospitality REIT Trust is hereby admitted as the sole
General Partner of the Partnership and shall be assigned all the right, title
and interest in the Partnership currently held by the Withdrawing General
Partner.
. Xxxxxxxx Hospitality Trust, Inc. hereby withdraws as General
Partner of the Partnership.
. Exhibit A is hereby deleted in its entirety and replaced with
the following:
EXHIBIT A
Agreed Value of
Partner Cash Non-Cash Capital Partnership
and Address Contributions Contributions Units Percentage Interest
General
Partner:
Xxxxxxxx $24,356,487 $3,481,700 84.81505%
Hospitality REIT
Trust
00000 Xxx Xxxxxxxx
Xxxx, Xxxxxx
Xxxxxx, Xxxxxxxx
00000
Limited Partners:
Xxxxx X. Xxxxxxxx, $3,130,921 $ 522,587 12.73034%
Jr.
00000 Xxx Xxxxxxxx
Xxxx,
Xxxxxx Xxxxxx,
Xxxxxxxx 00000
Xxxxxxxx $ 31,628 $ 5,279 0.12860%
Associates.
00000 Xxx Xxxxxxxx
Xxxx,
Xxxxxx Xxxxxx,
Xxxxxxxx 00000
Farmville Lodging $ 740,001 $ 95,484 2.32601%
Associates, LLC
00000 Xxx Xxxxxxxx
Xxxx, Xxxxxx
Xxxxxx, Xxxxxxxx
00000
$24,356,487 $3,902,550 $4,105,050 100.0000%
=========== ========== ========== =========
Except as amended hereby, the terms and provisions of the Partnership
Agreement which are incorporated herein by this reference are hereby reaffirmed
and shall remain in full force and effect and shall be binding upon the parties
hereto.
This Agreement may be executed in several counterparts and all so
executed shall constitute one agreement binding on all parties hereto.
WITNESS the execution under seal effective as of the day and date
first above written.
WITNESS/ATTEST: WITHDRAWING GENERAL PARTNER:
XXXXXXXX HOSPITALITY TRUST, a
Virginia corporation
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
----------------------------
Xxxxx X. Xxxxxxxx, Xx.
President
WITNESS/ATTEST: GENERAL PARTNER:
XXXXXXXX HOSPITALITY REIT TRUST
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
-----------------------------
Xxxxx X. Xxxxxxxx, Xx.
President
WITNESS/ATTEST: LIMITED PARTNERS:
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
-------------------------------
XXXXX X. XXXXXXXX, XX.
XXXXXXXX ASSOCIATES, INC., a
Maryland corporation
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
------------------------------
Xxxxx X. Xxxxxxxx, Xx.
President
FARMVILLE LODGING ASSOCIATES,
LLC, a Maryland limited
liability company
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
-------------------------------
Xxxxx X. Xxxxxxxx, Xx.
Member
EXHIBIT A
Agreed Value
of Non-Cash
Partner Cash Capital Partnership Percentage
and Address Contribution Contribution Units Interest
General
Partner:
Xxxxxxxx $24,356,487 3,481,700 84.12%
Hospitality
Trust, Inc.
00000 Xxx
Xxxxxxxx Xxxx,
Xxxxxx Xxxxxx,
XX 00000
Limited
Partners:
Xxxxx X. $3,130,921 522,587 17.68454%
Xxxxxxxx, Jr.
00000 Xxx
Xxxxxxxx Xxxx,
Xxxxxx Xxxxxx,
XX 00000
Xxxxxxxx $ 31,628 5,279 0.13%
Associates,
Inc.
00000 Xxx
Xxxxxxxx Xxxx
Xxxxxx Xxxxxx,
XX 00000
Farmville $ 740,001 95,484 2.30%
Lodging
Associates,
LLC
00000 Xxx
Xxxxxxxx Xxxx,
Xxxxxx Xxxxxx,
XX 00000
Xxxxxxxx-Key Largo
Associates, L.P.
00000 Xxx Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000 $ 370,000 34,023 0.82%
----------- ---------- ---------- -----------
$15,746,065 $3,902,550 2,955,050 100.00000%
========== ========== ========== ===========
