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ELEVENTH AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR SUITES LIMITED PARTNERSHIP
This Eleventh Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Suites Limited Partnership (the "Amendment"), is entered
into as of July 28, 1998, by and between FelCor Suite Hotels, Inc., a Maryland
corporation, as General Partner, and all other persons and entities who are or
shall in the future become limited partners of this limited partnership in
accordance with the provisions of the Partnership Agreement (as hereinafter
defined).
R E C I T A L S:
A. The parties have previously executed and delivered that certain
Amended and Restated Agreement of Limited Partnership of FelCor Suites Limited
Partnership dated as of July 25, 1994, as previously amended (the "Partnership
Agreement"), pursuant to which they formed a Delaware limited partnership under
the name "FelCor Suites Limited Partnership" (the "Partnership").
B. Pursuant to Section 1.2 of the Partnership Agreement, the General
Partner is authorized to change the name of the Partnership at any time and from
time to time.
C. The General Partner desires to exercise such authority by amending
the Partnership Agreement as provided herein to change the name of the
Partnership.
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms used without definition
herein shall have the meanings set forth therefor in the Partnership Agreement.
2. Amendment of Partnership Agreement. The first sentence in Section
1.2 of the Partnership Agreement is hereby amended to read in its entirety as:
"The name of the Partnership shall be "FelCor Lodging Limited Partnership"."
IN WITNESS WHEREOF, the General Partner has caused this Amendment to be
duly executed in its respective capacities set forth below as of the date first
set forth above.
GENERAL PARTNER:
FELCOR LODGING TRUST INCORPORATED, a
Maryland corporation formerly known
as FelCor Suite Hotels, Inc.
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx,
Senior Vice President
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LIMITED PARTNERS (for all the Limited Partners now
and hereafter admitted as limited partners of the
Partnership, pursuant to the powers of attorney in
favor of the General Partner contained in Section
1.4 of the Partnership Agreement):
By: FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation, formerly known as
FelCor Suite Hotels, Inc., acting as General
Partner and as duly authorized attorney-in-fact
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx, Senior Vice President
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