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EX-10.13 13 v93661orexv10w13.txt EXHIBIT 10.13 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 ("Templin"). 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. B. Templin holds 100,000 Partnership Units acquired under the terms of the Second Amendment to Agreement of Limited Partnership dated April 20, 1998 C. Templin 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 Templin by electing to acquire all of the 100,000 Partnership Units from Templin in exchange for issuance to Templin 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 Templin are each bound by prior signature to each of the terms, covenants and conditions of the Partnership Agreement. 3. Termination of Templin Ownership Rights as to Partnership Units. The ownership rights of Templin as to all 100,000 Partnership Units previously owned by Templin and the status of Templin as a Limited Partner terminate as of the close of business on the Specified Redemption Date. 1 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 Templin as of the close of business on the Specified Redemption Date. 5. Percentage Interests. After giving effect to termination of Templin 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 Templin 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/ Donald K. Barbieri --------------------------------------- Donald K. Barbieri, President REDEEMING PARTNER: TEMPLIN'S RESORT AND CONFERENCE CENTER, INC, an Idaho corporation By: /s/ Robert G. Templin ---------------------------------------- Robert G. Templin, President 2 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: Robert G. Templin /s/ Robert G. Templin ------------------------------ (Signature of Limited Partner) 414 E. First Avenue ------------------------------ (Street Address) Post Falls, Idaho 83854 ------------------------------ (City, State, Zip Code) Signature Guaranteed by: /s/ Kathleen Canepa -------------------- If CHC Shares are to be issued, issue to: TEMPLIN'S RESORT AND CONFERENCE CENTER, INC. Name: Robert G. Templin, President Please insert social security or identifying number: ###-##-#### 3 EXHIBIT B PERCENTAGE INTEREST OF THE PARTNERS
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