EXHIBIT 10.2
NINTH AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
RED LION HOTELS LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
THIS NINTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the "Amendment")
is entered into effective as of February 2, 2006 by and among Red Lion Hotels
Corporation (formerly known as Cavanaughs Hospitality Corporation), a Washington
corporation ("RLH") and Dunson Ridpath Hotel Associates Limited Partnership, a
Washington limited partnership ("Dunson").
A. RLH, 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"). The Partnership was renamed Red Lion Hotels
Limited Partnership by the Eighth Amendment to the Partnership Agreement.
B. RLH completed on April 8, 1998 the initial public offering of RLH
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), has periodically issued or redeemed RLH Shares thereafter as provided
by the Partnership Agreement, and has contributed the proceeds thereof to the
Partnership for the corresponding adjustment in the number of Partnership Units
held by RLH as a Limited Partner Interest.
C. Dunson currently holds 135,343.76 (hereinafter rounded to 135,344)
Partnership Units. It originally acquired 145,148 Partnership Units under the
terms of the Third Amendment to the Partnership Agreement, and subsequently
transferred 9,804 Partnership Units to RLH pursuant to the Seventh Amendment to
the Partnership Agreement.
D. Dunson has exercised its Redemption Right under the Partnership
Agreement by delivering to RLH, effective on January 19, 2006, that Notice of
Redemption which is attached to and incorporated into this Ninth Amendment by
this reference as Exhibit A for the redemption of 135,344 Partnership Units.
Dunson and RLH have agreed that the Specified Redemption Date shall be February
2, 2006.
E. RLH has exercised its rights under the Partnership Agreement to satisfy
all of the Redemption Right exercised by Dunson by electing to acquire all of
the 135,344 Partnership Units from Dunson for the RLH Shares Amount.
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 Partnership
Agreement.
2. Agreement to be Bound. RLH and Dunson are each bound by prior signature
to each of the terms, covenants and conditions of the Partnership Agreement.
3. Transfer of Dunson Ownership Rights as to Partnership Units. Dunson
conveys and transfers to RLH the ownership of 135,344 Partnership Units
effective as of February 2, 2006 and hereby represents, warrants and certifies,
that Dunson (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 transfer 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 consent to or approve such
redemption and transfer.
4. Acquisition by RLH of Ownership Rights as to Partnership Units. RLH
acquires as a Limited Partner 135,344 Partnership Units formerly owned by Dunson
effective as of February 2, 2006.
5. Percentage Interests. After giving effect to the redemption and
transfer by Dunson of ownership rights and acquisition by RLH of ownership
rights as described in this Ninth 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, RLH and Dunson have executed this Amendment as of the date
first above written.
GENERAL PARTNER AND INCOMING LIMITED PARTNER:
Red Lion Hotels Corporation, a Washington corporation
By: /s/ Arthur M. Coffey
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Arthur M. Coffey, President and CEO
REDEEMING PARTNER:
DUNSON RIDPATH HOTEL ASSOCIATES LIMITED PARTNERSHIP
By Spokane Hotel, Inc., General Partner
By: /s/ Gordon Sondland
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Gordon Sondland, President
EXHIBIT A
NOTICE OF REDEMPTION
Please see attached.
NOTICE OF REDEMPTION
The undersigned hereby irrevocably (i) redeems 135,344 Partnership
Units in Red Lion Hotels Limited Partnership, formerly known as Cavanaughs
Hospitality Limited Partnership, in accordance with the terms of the Limited
Partnership Agreement of Red Lion Hotels Limited Partnership, formerly known as
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 (now
known as RLH 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 (now known as RLH Shares) are to be delivered, such CHC
Shares (now known as RLH 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:
Name of Limited Partner: Dunson Ridpath Hotel Associates Limited
Partnership
By: Spokane Hotel, Inc., its general partner
By: /s/ Gordon Sondland
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Gordon Sondland, President
c/o Timothy M. Parks
Ball Janik LLP
101 SW Main Street, Suite 1100
Portland, OR 97204
Signature Guaranteed by:
/s/ Timothy M. Parks
--------------------------------------------
Timothy M. Parks
If CHC Shares are to be issued, issue to:
Name: Dunson Ridpath Hotel Associates Limited Partnership
Please insert social security or identifying number: 91-1417083
1
EXHIBIT B
PERCENTAGE INTEREST OF PARTNERS
Percentage
Partnership Units Interests
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GENERAL PARTNER:
Red Lion Hotels Corporation
as General Partner 70,842.51 0.53368%
LIMITED PARTNERS:
Red Lion Hotels Corporation
as Limited Partner 12,836,581.00 96.70301%
North River Drive Company 70,842.51 0.53368%
Red Lion Hotels Corporation
as O P unit Holder (acquired from
Dunson prior to 2006) 9,804.00 0.07386%
Red Lion Hotels Corporation
as O P unit Holder (acquired from
Dunson on February 2, 2006) 135,343.76 1.01960%
Donald K. Barbieri
22,418.50 0.16889%
Heather M. Barbieri 22,418.50 0.16889%
Thomas M. Barbieri and
Eileen Barbieri, Husband
and wife 32,608.00 0.24565%
Richard L. Barbieri and Cara
Lyn Tangen, Husband and wife 8,154.00 0.06143%
Barbieri Family Foundation, Inc. 65,218.00 0.49131%
TOTAL 13,274,230.78 100.0%
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