EXHIBIT 10.3
FIRST AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the "Amendment") is made
this 16th day of October, 2003, to be effective as of August 29, 2003 (the
"Effective Date"), among the undersigned General and Limited Partners.
RECITALS:
A. Ashford Hospitality Limited Partnership (the "Partnership") was
formed as a limited partnership under the laws of the State of Delaware by the
filing of a Certificate of Limited Partnership with the Secretary of State of
Delaware on May 13, 2003.
B. The General Partner and the Original Limited Partner entered into
the Agreement of Limited Partnership as of August 18, 2003, and the General
Partner and the Limited Partners entered into an Amended and Restated Agreement
of Limited Partnership for the Partnership on August 29, 2003 (as may be amended
from time to time, the "Agreement").
C. The General Partner and the Limited Partners now desire to further
amend the Agreement.
D. For purposes hereof, all terms with their initial letter capitalized
shall have the same meaning herein as given such terms in the Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
covenants between the parties hereto, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to Term. Section 3.2 of the Agreement is hereby modified
by deleting Section 3.2 thereof and adding the following in lieu thereof:
Section 3.2 TERM. The Partnership as herein constituted shall
continue in perpetuity and shall have perpetual existence, unless
earlier dissolved or terminated pursuant to law or the provisions of
this Agreement.
2. Limited Modification. Except as modified herein, the Agreement,
together with all terms and provisions thereof, shall remain in full force and
effect, all of which are ratified by the General Partner and the Limited
Partners.
3. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of Delaware.
4. Counterparts. This Amendment may be executed in multiple
counterparts, each one of which shall constitute an original executed copy of
this Amendment.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written, effective as of the Effective Date.
GENERAL PARTNER:
ASHFORD OP GENERAL PARTNER LLC,
a Delaware limited liability company
By: /s/ DAVID A. BROOKS
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David A. Brooks, Vice President
LIMITED PARTNERS:
ASHFORD OP LIMITED PARTNER LLC,
a Delaware limited liability company
By: /s/ DAVID A. BROOKS
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David A. Brooks, Vice President
REMINGTON SUITES AUSTIN, L.P.,
a Delaware limited partnership
By: Remington Suites Austin, Inc., a Delaware
corporation, its general partner
By: /s/ DAVID A. BROOKS
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David A. Brooks, Vice President
REMINGTON SUITES DALLAS, L.P.,
a Delaware limited partnership
By: Remington Suites Dallas, Inc., a Delaware
corporation, its general partner
By: /s/ DAVID A. BROOKS
-------------------------------------
David A. Brooks, Vice President
REMINGTON SUITES DULLES, L.P.,
a Delaware limited partnership
By: Remington Suites Dulles, Inc., a Delaware
corporation, its general partner
By:
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David A. Brooks, Vice President
REMINGTON SUITES LAS VEGAS, L.P.,
a Delaware limited partnership
By: Remington Suites Las Vegas, Inc., a Delaware
corporation, its general partner
By:
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David A. Brooks, Vice President
CHICAGO ILLINOIS HOTEL LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Illinois Hotel II Corp., a Delaware
corporation, its general partner
By:
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David A. Brooks, Vice President
ASHFORD FINANCIAL CORPORATION
By:
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David J. Kimichik, President
The undersigned has executed this Agreement not as a Partner of the
Partnership but to agree to the provisions of this Agreement imposing
obligations on, granting rights to, the Company.
ASHFORD HOSPITALITY TRUST, INC.
By:
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David J. Kimichik, Chief Executive Officer