LP

A copy of the Partnership Agreement that will be used for the operation of the Partnership and for the determination
of the rights, powers and obligations of the Partners is attached to this Memorandum as Exhibit A and is
incorporated herein for all purposes. The Partnership Agreement governs the relationship of the General Partner and
the Limited Partners. The following statements and other statements in this Memorandum concerning the
Partnership Agreement and related matters are merely a summary of the Partnership Agreement and do not purport
to be complete or to modify or amend the Partnership Agreement. Prospective investors should carefully study the
Partnership Agreement for the complete terms thereof.
Background
The Partnership is a newly formed Texas limited partnership. All investors in this Offering will hold limited partner
interests of the same class or kind, and under the same terms and conditions, pursuant to the terms of the Partnership
Agreement.
Investors in this Offering and Gentry Mills will participate as Limited Partners of the Partnership. GMI-Broomfield
139 GP, LLC, a Texas limited liability company, will serve as the general partner (the “General Partner”) of the
Partnership.
Net Cash Flow Allocations
The net cash flow allocations for the Partnership are set forth at “SUMMARY OF THE OFFERING—The
Partnership—Cash Flow Distributions From the Partnership”.
Management
General
The management of the Partnership is vested exclusively in the General Partner. The Limited Partners have no part
in the management of the Partnership and have no power, authority or right to act on behalf of the Partnership in
connection with any matter.
Powers and Authority of the General Partner
Subject to the limitations contained in the Partnership Agreement, the General Partner has the power and authority,
and without the consent of any Limited Partners, in the name and behalf of the Partnership to do all things deemed
necessary or desirable by it to conduct the business of the Partnership.
Limited Partner Approval Rights
The following actions require approval of Limited Partners (other than Gentry Mills) whose capital contributions
equal a majority of the capital contributions all Limited Partners (other than Gentry Mills) (a “Majority Interest”):
(a) A material change in the scope of Partnership’s intended business activities;
(b) Admission of a new General Partner; and
(c) Any distribution in kind of Partnership property, except in accordance with the Partnership Agreement.
Limited Partners will also be permitted to vote on issues as required by the Act, such as a liquidation of the
Partnership. Each Limited Partner will be entitled to vote its percentage of the outstanding limited partner interests
with respect to any matter submitted to the vote of Limited Partners.
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Indemnification
The Partnership Agreement provides that the Partnership shall, to the fullest extent permitted under applicable Texas
law, indemnify and hold harmless the General Partner, its affiliates and each of their respective equity owners,
managers, partners, directors, officers, employees, agents, representatives and attorneys, against any and all claims
liabilities, losses, and damages incurred by any of them by reason of (i) any act performed or omitted to be
performed in the name of or on behalf of the Partnership or the Hotel Subsidiary, or in connection with the
Partnership’s or the Hotel Subsidiary’s business, and (ii) any Hotel Subsidiary or Partnership indebtedness or
contractual obligation (including, without limitation, any guarantee or indemnity with respect to the first lien loan
and the Hotel franchise agreement).including attorneys’ fees and any amounts expended in the settlement of any
claims or liabilities, losses, or damages. See “DUTIES OF THE GENERAL PARTNER”.
Other Interests of the General Partner
The Partnership Agreement permits the General Partner and its affiliates (including Gentry Mills and its directors,
officers, employees, agents or representatives) to have business interests and engage in business activities in addition
to those relating to the Partnership, the Hotel or any other assets held by the Partnership, including business interests
and activities in direct competition with the Partnership, the Hotel or any other assets held by the Partnership.
Neither Partnership nor any of its partners have any rights by virtue of their partnership relationship with the
General Partner in any business ventures of the General Partner or any of its affiliate or other persons listed above.
Further, none of the above listed entities are required to offer any partner participation in, or even advise them
regarding the existence of, any of their other respective business ventures. Affiliates of the General Partner intend to
organize other partnerships for the purpose of owning other properties.
Removal of the General Partner
A Majority Interest may remove the General Partner for fraud, gross negligence or willful misconduct by the
General Partner, subject to the following conditions: (i) such Majority Interest shall provide written notice to the
General Partner of the specific matters as to which the right to remove is asserted, (ii) the prior written approvals by
the first lien lender, the franchisor under the Hotel franchise agreement and any other required approvals must be
obtained, and (iii) in the event Gentry Mills or any of its affiliates has any liability for any Hotel or Partnership
indebtedness or contractual obligation (including, without limitation, any guarantee or indemnity with respect to the
first lien loan and the Hotel franchise agreement), then each such person must be fully released from such liability.
If the General Partner is removed, (i) its Partnership interest will convert automatically to a special limited partner
interest, (ii) the Partnership must pay it any amounts then accrued and owing, and (iii) its share of any distributions
and assets from the Partnership will continue, subject to the election of the Majority Interest to cause the Partnership
to terminate such share by payment to it, in one lump sum within 90 days of the effective date of such removal, (A)
the amount that it would receive under the distribution provisions of the Partnership Agreement if the Hotel were
sold at fair market value as of the date of removal (determined by arbitration if the parties cannot agree), all
indebtedness and other obligations of the Partnership were then paid and the balance were then distributed to all the
partners, minus (B) any damages it caused to the Partnership as a result of the event giving rise to the removal.
Additional Partnership Agreement Provisions
Additional Limited Partners
The General Partner has the right to admit additional Limited Partners until the earlier of (i) the maximum Offering
amount has been sold or (ii) the General Partner terminates the Offering. Following the maximum subscription or
the termination of the Offering, the General Partner cannot admit additional Limited Partners upon an issuance of
additional Partnership interests without the approval of a majority interest of the Limited Partners. Thus, a majority
interest of the Limited Partners can determine whether their percentage ownership in the Partnership will be diluted.
Limited Partners have no express preemptive rights to maintain their respective percentage of ownership in the
Partnership.
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Dissolution and Wind-Up of Affairs
It is the intention of the Partners that the business of the Partnership be continued by the Partners, or those
remaining, pursuant to the provisions of the Partnership Agreement, notwithstanding the occurrence of any event
which would result in a statutory dissolution of the Partnership, and no Partner shall be released or relieved of any
duty or obligation hereunder by reason thereof; provided, however, that the business of the Partnership will be
terminated, its affairs wound-up and its property and assets distributed in liquidation on the earlier to occur of:
(a) The date that is 20 years following the date on which the Certificate of formation of the Partnership is filed with
the Texas Secretary of State;
(b) An election to dissolve the Partnership (i) by the General Partner that is approved by the affirmative vote of
owners of a majority of the Limited Partner sharing percentages; or (ii) by the affirmative vote of owners of a
majority of the Limited Partner sharing percentages;
(c) A bankruptcy or withdrawal (as defined by statute) with respect to a General Partner; or
(d) Any other event that, under applicable Texas law, would cause the Partnership’s dissolution.
Upon the occurrence of any event described in (c) or (d) above, the business of the Partnership shall be continued
pursuant to the provisions of the Partnership Agreement if there remains at least one general partner, or if there is no
remaining general partner, if owners of a majority of the Limited Partner sharing percentages elects in writing to
continue the Partnership and elect a new general partner.
As expeditiously as possible following the occurrence of an event giving rise to a termination of the business of the
Partnership, the General Partner (or a special liquidator who may be appointed by Limited Partners owning a
majority interest if a termination results) shall wind up the affairs of the Partnership, sell its property and assets for
cash at the highest price reasonably obtainable and distribute the proceeds in liquidation of the Partnership.
Transfer of Limited Partner Interests
The Partnership interest of a Limited Partner may not be transferred except (a) if the Limited Partner is a natural
person, by act of law to his estate (for the benefit of an individual or other successor in interest) or to the heir or
legatee of such deceased individual, (b) if the Limited Partner is not an individual, upon the adjudication of
bankruptcy, dissolution, or other cessation of its existence, to the authorized representative thereof for the purpose of
effecting the winding up and disposition of the business of such entity. Any other transfer will require the prior
written consent of the General Partner, which consent will be given only in the sole discretion of the General
Partner. The General Partner may require as a condition to any transfer, including any transfer described in (i) or (ii)
above, that, in the General Partner’s reasonable determination, (i) the transfer will not jeopardize the treatment of the
Partnership as a partnership for federal income tax purposes, (ii) the transfer will not cause the Partnership to be
characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Internal Revenue Code,
(iii) the transfer will not violate the registration requirements of applicable securities laws or cause any prior offer
and sale of Partnership interests to violate such requirements, and (iv) the transfer will not cause the Partnership or
its securities to be subject to the registration provisions of the Investment Company Act of 1940, as amended, or the
Securities Exchange Act of 1934, as amended. The General Partner may also require any proposed transferee to
deliver to the Partnership acceptable representations and warranties respecting its status under applicable securities
laws and its investment intent with respect to the Partnership interest, and may require the transferor and transferee
to supply such other documentation as the General Partner may deem advisable in its sole discretion.
Amendment of the Partnership Agreement
Generally, the terms and provisions of the Partnership Agreement may be amended at any time and from time to
time with the written consent of Limited Partners holding a majority interest of all Limited Partners and the written
consent of the General Partner. The General Partner also has the authority to amend the Partnership Agreement
without approval from the Limited Partners to reflect the following:
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(a) A change in the Partnership’s name, registered office, registered agent, or the location of the Partnership’s
principal place of business;
(b) The admission, substitution, or removal of Partners in accordance with the Partnership Agreement;
(c) A change that the General Partner has determined is reasonable and necessary or appropriate to qualify or
register, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership
in which Limited Partners have limited liability) under the laws of any state or which change is necessary or
advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an
association taxable as a corporation for federal income tax purposes;
(d) A change that (i) the General Partner determines does not adversely affect Limited Partners in any material
respect, (ii) is necessary or desirable to satisfy any requirements, or guidelines of any opinion, directive, order,
ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state
statute, or (iii) is necessary or desirable to comply with federal or state tax regulations; or
(e) An amendment that is necessary, in the opinion of counsel to the Partnership, to prevent the Partnership or the
General Partner or their directors, officers, employees, agents, or representatives from in any manner being
subjected to the “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974,
as amended.