EXHIBIT 3.6
AMENDMENT NO. 1 TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AIRCOA HOTEL PARTNERS, L.P.
THIS AMENDMENT NO. 1 (the "Amendment") to the Third Amended and
Restated Agreement of Limited Partnership of AIRCOA Hotel Partners, L.P. (the
"Partnership), dated as of July 30, 1987 (the "Partnership Agreement"), between
AIRCOA Hospitality Services, Inc. (f.k.a. Associated Inns & Restaurants Company
of America) (the "General Partner"), ABI, Ltd. and all of the additional Persons
who have become limited partners under the Partnership Agreement pursuant to the
terms thereof, is made and entered into effective as of May 2, 1997.
RECITALS:
A. Pursuant to a Merger Agreement dated as of the date hereof, Regal Merger
Limited Partnership, a Delaware limited partnership ("Regal"), will be
merged with and into the Partnership, and as a result of such merger (the
"Merger"), inter alia, (i) the separate existence of Regal will cease and
the Partnership shall be the surviving partnership; (ii) each Class A
Limited Partnership Unit of the Partnership (other than the Class A Limited
Partnership Units owned by Regal Hotels International Holdings Limited
("Regal Holdings") or any direct or indirect subsidiary of Regal Holdings)
shall be converted into a right to receive $3.10 in cash; (iii) each Class
B Limited Partnership Unit of the Partnership (other than the Class B
Limited Partnership Units owned by Regal Holdings or any direct or indirect
subsidiary of Regal Holdings) shall be converted into a right to receive
$20.00 in cash; and (iv) each Class A Limited Partnership Unit and each
Class B Limited Partnership Unit in the Partnership owned by Regal Holdings
or any direct or indirect subsidiary of Regal Holdings shall remain a unit
of limited partnership interest in the Partnership.
B. It is anticipated that the Merger will be completed no later than June 30,
1997.
C. Pursuant to Section 21.2 of the Partnership Agreement, certain Class B
Units are to automatically convert, at the conversion rate provided for
pursuant to the Partnership Agreement, into Class A Units identical to the
Class A Units issued pursuant to the Initial Public Offering on or about
May 30, 1997 (the "1997 Conversion Date").
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D. The General Partner has determined that there would be no material benefit
to the holders of any of the Class A Units or Class B Units to complete the
conversion for Class B Units to Class A Units pursuant to Section 21.2 of
the Partnership Agreement, and that no holders of Class A Units or Class B
Units would be adversely affected in any material respect by deferring the
1997 Conversion Date to a date no later than June 30, 1997 subject to the
conditions set forth in this Amendment.
E. The General Partner has determined that it is in the best interests of the
Partnership and the Limited Partners to amend the Partnership Agreement to
so defer the 1997 Conversion Date.
F. The General Partner has obtained a Tax, Legality and Liability Opinion with
respect to such amendment as required pursuant to Section 17.1(b).
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations contained herein, the parties hereto agree as follows:
AGREEMENT:
1. The following provision is hereby added to Section 21.2 of the
Partnership Agreement, immediately following the existing text:
Notwithstanding anything to the contrary in this Agreement, the date of
such automatic conversion of Class B Units to Class A Units in 1997 shall
be deferred to the earliest to occur of (i) the date of termination of the
Agreement and Plan of Merger dated as of May 2, 1997, among the
Partnership, the General Partner, Regal Hotel Management, Inc. and Regal
Merger Limited Partnership (the "Merger Agreement") pursuant to Article
VIII thereof; (ii) September 30, 1997; (iii) the record date established
for any vote of the Limited Partners (other than any vote required in
connection with the transactions contemplated in the Merger Agreement); or
(iv) the record date for any distribution by the Partnership to the holders
of Class A Units; provided, however, that the number of Class A Units to be
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received upon the conversion of a Class B Unit on such deferred conversion
date will be determined by dividing $20.00 per Class B Unit by the Unit
Price of the Class A Units as of May 30, 1997.
2. Except as expressly modified by the provisions of this Amendment, the
Partnership Agreement and all of the terms, provisions and conditions thereof
shall for all purposes remain unchanged, and in full force and effect, and are
approved, ratified and confirmed, and from and after the date hereof all
references to the Partnership Agreement in any other agreement to which any of
the undersigned are parties shall mean the Partnership Agreement as amended
hereby.
3. Capitalized terms used herein and not otherwise defined have the
meanings set forth in the Partnership Agreement.
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IN WITNESS WHEREOF, this Amendment is executed effective as of the
date and year set forth in the Preamble hereof.
GENERAL PARTNER:
AIRCOA HOSPITALITY SERVICES, INC., a
Delaware corporation
By: /s/ Douglas M. Pasquale
_________________________________
Name: Douglas M. Pasquale
Title: President and Director
By: /s/ David C. Ridgley
_________________________________
Name: David C. Ridgley
Title: Senior Vice President
and Chief Accounting
Officer