EX-3.16 GENERAL PARTNERSHIP AGREEMENT OF OLH, G.P.

 

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                                                                    EXHIBIT 3.16

 

                         [Restated electronically for SEC filing purposes only]

 

                         RESTATED PARTNERSHIP AGREEMENT

                                       OF

                                   OLH, G.P.

 

         THIS PARTNERSHIP AGREEMENT is made and entered into effective the 26th

day of December, 1994, by and among OLH Holdings, LLC, a Delaware limited

liability company, and Gaylord Entertainment Company, a Delaware corporation.

 

         FOR AND IN CONSIDERATION of the mutual covenants hereinafter set

forth, and for other good and valuable consideration, the Partners do hereby

agree as follows:

 

1.       General.

 

         (a)      Governed by Uniform Act. The Partnership shall be governed

                  under the provisions of the Tennessee Uniform Partnership

                  Act, and this Agreement sets forth and determines the

                  relative rights, duties and interests of the Partners in and

                  to the Partnership.

 

         (b)      Purposes. The purpose and business of the Partnership shall

                  be the conduct of any business or activity that may be

                  conducted by a limited partnership organized pursuant to the

                  Act. Any or all of the foregoing activities may be conducted

                  directly by the Partnership or indirectly through another

                  partnership, joint venture or other arrangement.

 

2.       Definitions. As used in this Partnership Agreement:

 

         (a)      Act. The term "Act" shall mean the Uniform Partnership Act as

                  adopted in the State of Tennessee, as the same may be amended

                  from time to time.

 

         (b)      Agreement. The term "Agreement" shall mean this Partnership

                  Agreement, as the same may be amended from time to time.

 

         (c)      Capital Account. The term "Capital Account" shall mean the

                  financial account to be established and maintained by the

                  Partnership for each Partner as computed from time to time in

                  accordance with paragraph 6.

 

         (d)      Code. The term "Code" shall mean the United States Internal

                  Revenue Code of 1986, as the same may be amended from time to

                  time.

 

         (e)      Fiscal Year. The term "Fiscal Year" shall mean the calendar

                  year.

 

         (f)      General Partner. The term "General Partner" shall mean each

                  of OLH Holdings, LLC and Gaylord Entertainment Company.

 

 

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         (g)      [Intentionally Deleted]

 

         (h)      Minimum Gain. The term "Minimum Gain" shall mean the amount

                  determined by (i) computing for each Nonrecourse Liability of

                  the Partnership any gain the Partnership would realize if it

                  disposed of the property subject to that liability for no

                  consideration other than full satisfaction of the liability

                  and (ii) aggregating the separately computed gains. If,

                  pursuant to Regulations section 1.704-1(b)(2)(iv)(d) or

                  1.704-1(b)(2)(iv)(f), Partnership property is properly

                  reflected on the books of the Partnership at a value

                  different from the adjusted tax basis of such property, the

                  calculation of Minimum Gain pursuant to the preceding

                  sentence shall be made by reference to such book value.

 

         (i)      Nonrecourse Deductions. The term "Nonrecourse Deductions"

                  shall mean losses, deductions and items described in Section

                  705(a)(2)(B) of the Code attributable to Nonrecourse

                  Liabilities of the Partnership as described in Regulations

                  section 1.704-2(b)(1).

 

         (j)      Nonrecourse Liability. The term "Nonrecourse Liability" shall

                  mean a debt or liability of the Partnership to the extent

                  that no Partner or related person bears the economic risk of

                  loss for that liability within the meaning of Regulations

                  section 1.752-2.

 

         (k)      Partner Nonrecourse Debt. The term "Partner Nonrecourse Debt"

                  shall mean a debt or liability of the Partnership which would

                  be a Nonrecourse Liability except that a Partner bears the

                  economic risk of loss because, for example, the Partner is

                  the creditor or guarantor as described in Regulations section

                  1.704-2(b)(4).

 

         (l)      Partner Nonrecourse Debt Minimum Gain. The term "Partner

                  Nonrecourse Debt Minimum Gain" shall have the meaning

                  ascribed to such term in Regulations section 1.704-2(i)(2).

 

         (m)      Partner Nonrecourse Deductions. The term "Partner Nonrecourse

                  Deductions" shall mean any item of partnership loss,

                  deduction, or expenditure under section 705(a)(2)(B) of the

                  Code that is attributable to a Partner Nonrecourse Debt, as

                  determined pursuant to Regulations section 1.704-2(i)(2).

 

         (n)      Partners. The term "Partners" shall mean and include each of

                  the General Partners.

 

         (o)      Partnership. The term "Partnership" shall mean this general

                  partnership, OLH, G.P.

 

 

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         (p)      Percentage Interest. The term "Percentage Interest", with

                  respect to any Partner, shall mean the interest of such

                  Partner in the profits, losses, distributions, capital, and

                  assets of the Partnership as provided in Exhibit A to this

                  Agreement.

 

         (q)      Regulations. The term "Regulations" shall mean regulations,

                  temporary regulations and proposed regulations promulgated

                  under the Code from time to time.

 

3.       Names and Addresses.

 

         (a)      Name of Partnership. The name of the Partnership shall be

                  OLH, G.P., and the business and activities of the Partnership

                  shall be conducted under that name.

 

         (b)      Principal Place of Business. The principal place of business

                  of the Partnership shall be at One Gaylord Drive, Nashville,

                  Tennessee 37214. The Partnership may maintain such other

                  offices and places of business as the General Partners may

                  deem advisable for the benefit of the Partnership.

 

         (c)      Names and Addresses of Partners. The names and addresses of

                  the Partners are set forth in Exhibit A hereto, which Exhibit

                  A is hereby incorporated herein by reference.

 

         (d)      Change of Address. Any Partner may change his or her address

                  by written notice to the Partnership given as provided

                  herein.

 

4.       Powers of the Partnership. The Partnership is authorized:

 

         (a)      Acquire Assets. To construct, purchase, receive or otherwise

                  acquire any real or personal property;

 

         (b)      Manage, Operate and Convey Assets. To operate, maintain,

                  improve, sell, option, convey, assign, mortgage, lease or

                  otherwise manage or transfer any assets owned by the

                  Partnership;

 

         (c)      Borrow Funds. To borrow money and issue evidences of

                  indebtedness in furtherance of the Partnership business,

                  whether secured or unsecured;

 

         (d)      Refinancings. To prepay, in whole or in part, refinance,

                  recast, increase, modify and extend any Partnership

                  indebtedness according to the terms thereof;

 

 

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         (e)      Enter into Contracts. To execute, deliver, and perform such

                  agreements, documents, and instruments as may be advisable in

                  connection with the conduct of the Partnership business; and

 

         (f)      Broad Power to Act. To do any and all other acts of any kind

                  whatsoever in connection with the accomplishment of the

                  purposes of the Partnership.

 

5.       Term. Unless dissolved sooner in accordance with the provisions of

         this Agreement, the Partnership shall continue until its dissolution

         on December 31, 2035.

 

6.       Capital Accounts.

 

         (a)      In General. A Capital Account shall be established on the

                  books of the Partnership for each Partner. Each such Capital

                  Account shall be credited with the respective Partner's

                  initial capital contribution as shown on Exhibit A, with all

                  subsequent capital contributions as and when made, and with

                  the respective Partner's share, determined as provided

                  herein, of Partnership net profits. Each Partner's capital

                  account shall be debited with the respective Partner's share,

                  determined as provided herein, of Partnership net losses and

                  with the amount of all distributions made by the Partnership

                  to such Partner. The capital accounts shall be maintained in

                  accordance with the rules of section 1.704-1(b)(2)(iv) of the

                  Regulations, and the items of income, profit, gain,

                  expenditures, deductions and losses which increase or

                  decrease such Capital Accounts shall be those items which,

                  pursuant to such provision, after the balance of Capital

                  Accounts.

 

         (b)      Additional Capital Contributions. No additional capital

                  contributions shall be required of any Partner; provided,

                  however, that the General Partner shall contribute from time

                  to time sufficient cash to maintain a Capital Account balance

                  equal to at least one and one-hundredths percent (1.01%) of

                  the Capital Account balance of the Limited Partner.

 

         (c)      Transfers of Partnership Interests. Upon the transfer by any

                  Partner of any part or all of its Partnership Interest, the

                  proportionate amount of its respective Capital Account shall

                  be transferred to the transferee unless otherwise agreed by

                  the Partners as set forth on Exhibit A to this Partnership

                  Agreement.

 

7.       Allocation of Profits and Losses.

 

         (a)      Partners' Interest in Profits and Losses. Except as provided

                  in subparagraphs 7(b), 7(c), and 7(d) hereof, all Partnership

                  net profits and net losses, and each item of income and

                  expense related thereto, from whatever source derived, shall

                  be allocated for financial accounting and

 

 

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                  federal income tax purposes among the Partners in proportion

                  to the Percentage Interest of each Partner.

 

         (b)      Allocations to Reflect Contributed Property. If a Partner

                  contributes property to the Partnership which has a

                  difference between its tax basis and its fair market value on

                  the date of its contribution, then all items of income, gain,

                  loss and deduction with respect to such contributed property

                  shall be shared between the Partners, pursuant to Section

                  704(c) of the Code, so as to take account of the variation

                  between the basis of such property and its fair market value

                  at the time of contribution.

 

         (c)      Limitations and Qualifications Regarding Allocations.

                  Notwithstanding the provisions of subparagraph 7(a) hereof,

                  net income, net gain, and net loss of the Partnership (or

                  items of income, gain, loss, deduction or credit, as the case

                  may be) shall be allocated in accordance with the following

                  provisions of this subparagraph 7(c) to the extent such

                  provisions shall be applicable.

 

                  (1)      Nonrecourse Deductions of the Partnership for any

                           Fiscal Year shall be specially allocated to the

                           Partners in accordance with the Percentage Interests

                           of the respective Partners. Partner Nonrecourse