Exhibit 10.14
FIFTH AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
THIS FIFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the
"Amendment"), is entered into effective as of January 1, 2000, by Cavanaughs
Hospitality Corporation, a Washington corporation ("CHC") in its capacity as the
sole general partner of the Partnership.
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. Subsequent to the formation of the Partnership, Delaware has
adopted the Delaware Revised Uniform Partnership Act under the terms of which
the Partnership is entitled, by this Fifth Amendment, to have the Revised
Uniform Partnership Act become applicable to the Partnership effective on
January 1, 2000.
C. CHC has the right, under the Partnership Agreement, to adopt
this Fifth Amendment under its authority as sole General Partner of the
Partnership.
NOW, THEREFORE, the Partnership Agreement is amended 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. Definition of "Act". Effective January 1, 2000, the definition
of the term "Act" as used in the Partnership Agreement is amended to read:
"Act means the Delaware Revised Uniform Limited Partnership Act, as it
may be amended from time to time, any successor to such statute, and
the Delaware Revised Uniform Partnership Act, as it may be amended from
time to time and any successor to such statutue.
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3. 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 has executed this Amendment as
of the date first above written.
GENERAL PARTNER:
CAVANAUGHS HOSPITALITY CORPORATION, a
Washington corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Senior Vice President
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