SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WEST MAUI RESORT PARTNERS, L.P. a Hawaii limited partnership by and among SUNTERRA WEST MAUI DEVELOPMENT, LLC a Delaware limited liability company as the General Partner SIGNATURE...
Exhibit 3.132
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
WEST MAUI RESORT PARTNERS, L.P.
a Hawaii limited partnership
a Hawaii limited partnership
by and among
SUNTERRA WEST MAUI DEVELOPMENT, LLC
a Delaware limited liability company
as the General Partner
a Delaware limited liability company
as the General Partner
SIGNATURE CAPITAL-WEST MAUI, LLC
a Delaware limited liability company
as the Managing General Partner
a Delaware limited liability company
as the Managing General Partner
and
SIGNATURE CAPITAL-WEST MAUI, LLC
a Delaware limited liability company
as the Limited Partner
a Delaware limited liability company
as the Limited Partner
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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
WEST MAUI RESORT PARTNERS, L.P.
OF
WEST MAUI RESORT PARTNERS, L.P.
This Amended and Restated Agreement of Limited Partnership of West Maui Resort Partners, LP, a
Hawaii limited partnership (the “Partnership”), executed as of April 8, 2005 is effective as of
July 7, 2004 and is by and among Sunterra West Maui Development, LLC, a Delaware limited liability
company (the “General Partner”), Signature Capital-West Maui, LLC, a Delaware limited liability
company (the “Managing General Partner”) and Signature Capital-West Maui, LLC (the “Limited
Partner” and together with the General Partner and the Managing General Partner, the “Partners”).
Pursuant to the provisions of Chapter 17 of the Delaware Revised Statutes, entitled Delaware
Revised Uniform Limited Partnership Act (the “Act”), the undersigned do hereby state that:
RECITALS
WHEREAS, prior to the effective date hereof, the affairs of the Partnership were governed by that
certain Amended and Restated Agreement of Limited Partnership dated as of July 21,1997 (the
“Original Agreement”);
WHEREAS, the Original Agreement included ownership by certain third parties of a .7% general
partnership interest and a 76.044% limited partnership interest in the Partnership (the “Third
Party Interests”);
WHEREAS, on July 7, 2004, (i) the .7% general partnership Third Party Interest was purchased by the
General Partner of the Partnership, and (ii) the 76.044% limited partnership Third Party Interest
was purchased by the Limited Partner of the Partnership;
WHEREAS, on April 7, 2005, a Certificate of Amendment to the Second Amended and Restated
Certificate of Limited Partnership of the Partnership was filed with the Secretary of State of the
State of Delaware reflecting the Assignment; and
WHEREAS, the Partners hereby wish to amend and restate the Original Agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto,
and of other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The name of the Partnership is “West Maui Resort Partners, L.P.”
2. The purpose and nature of the business to be conducted by the Partnership is to conduct any
business that may be lawfully conducted by a limited partnership organized pursuant to the Act and
to do and carry out all activities pertaining thereto.
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3. The principal place of business and office of the Partnership shall be located at c/o the
General Partner, 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx Xxx Xxxxx, Xxxxxx 00000, and the executive office
in the State of Hawaii shall be 104 Ka’anapali Xxxxxx Xxxxx, Xxxxxx (Xxxx) Xxxxxx 00000.
4. The initial registered agent and registered office shall be:
National Registered Agents of HI, Inc.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
5. The General Partners and Limited Partner and the address of each of the Partners is as follows:
Signature Capital-West Maui, LLC, Managing General Partner
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxx Xxxxx, XX 00000
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxx Xxxxx, XX 00000
Sunterra West Maui Development, LLC, General Partner
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxx Xxxxx, XX 00000
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxx Xxxxx, XX 00000
Sunterra Developer and Sales Holding Company, Limited Partner
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxx Xxxxx, XX 00000
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxx Xxxxx, XX 00000
6. The term for which the Partnership is to exist commenced on the date of the filing of the
Certificate of Limited Partnership for the Partnership pursuant to the Act and shall continue until
terminated or dissolved in accordance with this Agreement or any amendments hereto.
7. The amount of the respective interest in the capital, net profits and net losses of the
Partnership (“Partnership Interest”) is as follows:
Managing General Partner |
.3 | % | ||
General Partner |
.7 | % | ||
Limited Partner |
99 | % |
8. No Partner shall be required to make any additional contribution to the capital of the
Partnership (a “Capital Contribution”). All previous Capital Contributions made by the Partners or
their predecessors-in-interest are set forth in the records of the Partnership.
9. No Partner is entitled to a return of his Capital Contribution prior to the termination and
liquidation of the Partnership.
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10. The Partnership’s net profits and net losses are to be allocated and the Partnership’s cash
distributions are to be paid to the Partners in proportion to their respective Partnership
Interests.
11. A Limited Partner has no right to substitute an assignee of his interest in the Partnership as
Limited Partner therein unless the General Partner consents to such substitution, which consent may
be unreasonably withheld, and this Agreement is appropriately amended. This Agreement shall be
appropriately amended subsequent to any such transfer.
12. The General Partners, in their sole and absolute discretion, and without the consent of the
Limited Partner(s), may admit any additional Limited Partners to the Partnership provided that each
such prospective additional Limited Partner executes and delivers to the Partnership a written
agreement in form reasonably satisfactory to the General Partners, pursuant to which each such
person agrees to be bound by the provisions contained in this Agreement, and that an appropriate
amendment to this Agreement is executed and filed of record.
13. No Limited Partner(s) shall have priority over any other Limited Partner as to contributions or
as to compensation by way of income.
14. Upon the bankruptcy, insolvency, termination or retirement of the last remaining General
Partner that is not a natural person, or the death, retirement, or adjudication of incompetence of
the last remaining General Partner who is a natural person, the Limited Partner(s) may elect,
within 60 days thereafter, to continue the business of the Partnership, and such election shall be
effected by an amendment to this Agreement converting the interest of such General Partner to a
limited partnership interest and the interest(s) of the Limited Partner(s) who shall become General
Partner(s) to a general partnership interest. For purposes of this paragraph only, the General
Partner hereby grants to the Limited Partner(s) an irrevocable power-of-attorney, coupled with an
interest, to amend this Agreement.
15. Upon the General Partner’s receipt of written notice of the death or adjudication of
incompetence of any Limited Partner(s), the Partnership shall continue unless the General Partner
elects not to continue the Partnership by notifying the transferee (the word “transferee” to
include, but not be limited to, the conservator, guardian, or trustee of the Limited Partner) of
such Limited Partner(s), in writing within thirty (30) days after the occurrence of such death or
adjudication.
16. The Limited Partner shall have no right to demand or receive property other than cash in return
for its Capital Contributions.
17. The Limited Partner shall have no rights not specifically granted to “limited partners” under
the Act.
18. The General Partner shall have the authority to act for, or assume any obligations or
responsibility on behalf of, any Partner or the Partnership.
19. The Managing General Partner shall have full, exclusive and complete discretion in the
management and control of the business and affairs of the Partnership and shall make all
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decisions affecting the Partnership’s business and affairs. Subject to the foregoing, the General
Partner shall have all the rights, powers and obligations of a general partner as provided in the
Act, and, except as otherwise provided, any action taken by the General Partner (in its capacity as
such) shall constitute the act of and serve to legally bind the Partnership. Persons dealing with
the Partnership shall be entitled to rely conclusively on the power and authority of the General
Partner as set forth in this Agreement.
20. The Managing General Partner shall have the authority and be vested with the power on behalf of
the Partnership and itself and without the consent of, or notice to, any Limited Partner(s) to
appoint an attorney-in-fact to make, execute, sign, acknowledge, swear to, record and file, on
behalf of the Partnership and itself, any documents, any instruments, any notes, mortgages,
agreements, certificates or statements necessary, permitted, required, or desirable under
applicable law to accomplish any of the purposes of the Partnership.
21. Each Partner hereby makes, constitutes and appoints the Managing General Partner with full
power of substitution, as his true and lawful attorney-in-fact and agent in his name, place and
xxxxx to make, execute, sign, acknowledge, swear to, record, and file, on behalf of such Partner
(i) any and all amendments of and to this Agreement and (ii) any and all certificates, other
agreements, and amendments that the Managing General Partner deems necessary, in connection with the
Partnership. This power of attorney is hereby declared to be irrevocable and coupled with an
interest, shall survive the death of any Partner(s) and extend to his heirs, assigns, executors,
successors and personal representatives, and shall remain in effect while the
Partner(s) is a member of the Partnership.
22. The Partners agree to execute such certificates or documents and to do such filing and
recording and all other acts, including the filing or recording of amendments to the Partnership’s
Certificate of Limited Partnership and assumed name certificates in the appropriate offices of the
States of Delaware and Hawaii, as may be required in order to comply with all applicable laws.
23. This Agreement shall supercede the Original Agreement, and the Partners agree to be bound by
all of the terms and conditions of this Agreement. By execution of this Amendment, Limited Partner
shall be executing this Amendment on its own behalf in order to agree to and acknowledge the terms
of this Amendment.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
This Agreement may be signed in counterparts with the same effect as if the signatures thereof and
hereto were upon the same instrument.
| WEST MAUI RESORT PARTNERS, LP a Delaware limited partnership |
||||
| By: | Signature Capital-West Maui, LLC | |||
| Its: | Managing General Partner | |||
| By: | Sunterra Developer and Sales | ||||
| Holding Company | |||||
| Its: | Sole member and manager |
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||||
Xxxxxxxxx X. Xxxxxx
|
||||||
| Its: | Vice President |
| By: | Sunterra West Maui Development, LLC | |||
| Its: | General Partner |
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||||
Xxxxxxxxx X. Xxxxxx
|
||||||
| Its: | Vice President |
| LIMITED PARTNER | ||||
| Signature Capital-West Maui, LLC a Delaware limited liability company |
||||
| By: | Sunterra Developer and Sales | |||
| Holding Company | ||||
| Its: | Sole member and manager | |||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||||
Xxxxxxxxx X. Xxxxxx
|
||||||
| Its: | Vice President |
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