EXHIBIT 10.11
SECOND AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
THIS SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the
"Amendment"), is entered into as of the 20th day of April, 1998, by and among
Cavanaughs Hospitality Corporation, a Washington corporation ("CHC" or "General
Partner"), and Templin's Resort & Conference Center, Inc., an Idaho corporation
("Xxxxxxx" or the "Incoming Partner").
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 (the "Original 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 as Lender a promissory note in the original face
amount of $3,412,989.68 dated February 2, 1998 ("Xxxxxxx Note") executed by the
Partnership as Borrower and secured by and arising out of the acquisition of
certain hotel property by the Partnership, which Xxxxxxx proposes to modify by
reducing the principal balance of the Xxxxxxx Note by $1,500,000 of the
principal balance in exchange for Partnership Units in the Partnership to be
distributed to Xxxxxxx as Incoming Partners as of April 20, 1998.
C. The General Partner is willing to consent to the admission of
the Incoming Partner as Limited Partner of the Partnership and to cause the
Partnership to accept the Incoming Partners' capital contribution 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
Partner hereby unconditionally accepts, affirms and agrees 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 Partner as an Additional Limited Partner.
4. Admission of Incoming Partners; Issuance of Partnership Units.
The Incoming Partner is
1
hereby admitted, effective as of the date hereof, to the Partnership as an
Additional Limited Partner. In consideration for the Capital Contributions made
by the Incoming Partner, the Incoming Partner shall be issued the number of
Partnership Units (as a Limited Partner Interest) as is set forth opposite the
Incoming Partner's name on Exhibit A hereto.
5. Percentage Interests. After giving effect to the issuance of
additional CHC Shares and contribution of the proceeds therefore to the
Partnership described in Recital B above and the acceptance of the Incoming
Partner's Capital Contributions in exchange for Partnership Units as described
in Recital C above, 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 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
INCOMING PARTNERS:
TEMPLIN'S RESORT & CONFERENCE CENTER,
INC., an Idaho corporation
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx, President
2
EXHIBIT A
Incoming Partners: Address For Notices: Partnership Units:
----------------- ------------------- -----------------
Templin's Resort & Conference 000 Xxxx Xxxxx Xxxxxx
Center, Inc. Xxxx Xxxxx, XX 00000 100,000
3
EXHIBIT B
PERCENTAGE INTEREST OF THE PARTNERS
Partnership Units Percentage Interests
----------------- --------------------
GENERAL PARTNER:
Cavanaughs Hospitality Corporation as General Partner 70,842.51 0.53276%
LIMITED PARTNERS:
Cavanaughs Hospitality Corporation as Limited Partner 12,904,817.98 97.04826%
North River Drive Company 70,842.51 0.53276%
Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, 44,837.00 0.33719%
husband and wife
Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, 32,608.00 0.24522%
husband and wife
Xxxxxxx X. Xxxxxxxx and Cara Xxx Xxxxxx, 8,154.00 0.06132%
husband and wife
Xxxxxxxx Family Foundation, Inc. 65,218.00 0.49046%
Templin's Resort and Conference Center, Inc. 100,000.00 0.75203%
============= ========
Total 13,297,320.00 100.0%
