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EXHIBIT 10.2
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF JOHN Q. HAMMONS HOTELS, L.P.
BY AND AMONG
JOHN Q. HAMMONS HOTELS, INC.,
REVOCABLE TRUST OF JOHN Q. HAMMONS DATED DECEMBER 28, 1989
AS AMENDED AND RESTATED,
HAMMONS, INC.
AND
J.Q.H., INC.
Dated as of [__________] [__], 2005
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Amendment No. 4 to Second Amended and Restated Agreement
of Limited Partnership of John Q. Hammons Hotels, L.P.
This
Amendment No. 4, dated as of __________ __, 2005 (this
"Amendment")
to the Second Amended and Restated
Agreement of Limited Partnership of John Q.
Hammons Hotels, L.P., dated as of November
23, 1994 (the "Partnership
Agreement") between John Q. Hammons Hotels,
Inc., a Delaware corporation, as
general partner (the "General Partner"),
John Q. Hammons, Trustee of the
Revocable Trust of John Q. Hammons dated
December 28, 1989, as Amended and
Restated, Hammons, Inc., a Missouri
corporation, and J.Q.H., Inc., a Missouri
corporation, as limited partners (the
"Limited Partners"), as previously amended
by Amendment No. 1 dated February 24, 1995,
Amendment No. 2 dated October 12,
1995, and Amendment No. 3 dated May 17,
2002. All defined terms used herein
without definition shall have the meanings
assigned to such terms in the
Partnership Agreement.
WITNESSETH
WHEREAS,
the General Partner and Limited Partners are parties to the
Partnership Agreement;
WHEREAS,
the Partnership will be entitled to Federal income tax
deductions
for amounts paid pursuant to Section 2.6 of
the Merger Agreement of Merger Sub
and John Q. Hammons Hotels, Inc., and
related to the granting of bonuses equal
to option spreads on the stock of the
General Partner owned by the employees and
former employees of the Partnership and its
subsidiaries (the "Option Expense")
equal to or greater than the amount
described in Section 1(b) below;
WHEREAS,
the parties hereto desire to amend the Partnership Agreement to
provide for the allocation of Federal
income tax deduction for the Option
Expense of the Partnership equitably;
and
WHEREAS,
the General Partner and Limited Partners have determined that
it
is in their mutual interests to amend the
Partnership Agreement as set forth
herein.
NOW,
THEREFORE, in consideration of the premises and of the mutual
agreements and understanding hereinafter
set forth, the parties agree as
follows:
1.
Amendment to the Partnership Agreem
