EXHIBIT 10.1
EIGHTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
WESTCOAST HOSPITALITY LIMITED PARTNERSHIP
THIS EIGHTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP dated as of November 1, 1997 (the "Amendment"), is dated for
reference purposes September 20, 2005.
WHEREAS, the Partners have previously entered into that certain Amended
and Restated Agreement of Limited Partnership of Cavanaughs Hospitality Limited
Partnership dated as of November 1, 1997, as amended from time to time
thereafter ("Partnership Agreement"); and
WHEREAS, pursuant to authority granted to the General Partner by
Section 2.2 and Section 14.B(4) of the Partnership Agreement, the General
Partner desires to amend the Partnership Agreement to change the name of the
Partnership as set forth in this document ("Seventh Amendment");
NOW, THEREFORE, that for good and adequate consideration, the receipt
of which is hereby acknowledged, the Partnership Agreement is hereby 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. Section 2.2 is amended to read as follows:
Section 2.2 Name
The name of the Partnership shall be Red Lion Hotels Limited
Partnership. Subject to the provisions of Section 7.5.C of the
Agreement, the Partnership's business may be conducted under any other
name or names deemed advisable by the General Partner, including the
name of the General Partner, any Affiliate or such other business name
as the General Partner shall determine. The words "Limited
Partnership," "L.P.," "Ltd." or similar words or letters shall be
included in the Partnership's name where necessary for the purposes of
complying with the laws of any jurisdiction that so require. The
General Partner in its sole and absolute discretion may change the name
of the Partnership at any time and from time to time and shall notify
the Limited Partners of such change in the next regular communication
to the Limited Partners.
3. In view of the fact that the General Partner has changed its name to
Red Lion Hotels Corporation, the term "RLH" is substituted for the term "WHC"
wherever it appears in the Partnership Agreement.
4. Scope of Amendment. Except as expressly modified or amended by this
Amendment, the 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:
RED LION HOTELS CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
