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EXHIBIT 10.1.7
SEVENTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR SUITES LIMITED PARTNERSHIP
This Seventh Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Suites Limited Partnership is made and entered into
effective as of May 16, 1997, by and among FelCor Suite Hotels, Inc., a
Maryland corporation, as the General Partner ("General Partner"), PMB
Associates, Ltd., a Texas limited partnership ("PMB"), as an Additional Limited
Partner, and all of the 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 General Partner and the existing Limited Partners 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 subsequently amended (the "Partnership Agreement"), pursuant to
which they have formed a Delaware limited partnership under the name of "FelCor
Suites Limited Partnership" (the "Partnership").
B. The Partnership, the General Partner and PMB have executed
that certain Partnership Interest Contribution Agreement dated as of March 7,
1997 (the "Contribution Agreement") pursuant to which PMB has agreed to
contribute its general partner interest in Barshop-HII Joint Venture, a Texas
general partnership, in accordance with the terms and conditions set forth
therein, in exchange for 139,286 units of limited partnership interest
("Units") of the Partnership.
C. The parties hereto desire to amend the Partnership Agreement
to reflect the foregoing issuance of Units and the admission of PMB as an
Additional Limited Partner to the Partnership in connection therewith.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the agreements and obligations of
the parties set forth herein and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Acceptance of Partnership Agreement. PMB does hereby accept
and agree to be bound by all of the terms and conditions of the Partnership
Agreement, including without limitation, the power of attorney set forth in
Section 1.4 thereof. Each of PMB and its Assignees hereby constitutes and
appoints the General Partner and the other parties named in Section 1.4, with
full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead, to take the actions
set forth in Section 1.4 of the Partnership Agreement, with the same effect as
if PMB had been one of the original partners to execute the Partnership
Agreement.
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2. Admission of Additional Partner. In accordance with the
provisions of Section 11.4 of the Partnership Agreement, PMB is hereby admitted
as an Additional Limited Partner of the Partnership entitled to all rights and
benefits of Limited Partners therein as set forth in the Partnership Agreement
with respect to the Units acquired by PMB.
3. Amendment of Exhibit A. Exhibit A to the Partnership
Agreement is hereby amended to reflect the admission of PMB as an Additional
Limited Partner in the Partnership and the issuance of 139,286 Units to PMB
pursuant to the Contribution Agreement.
4. Defined Terms: Effect Upon Partnership Agreement. All
initially capitalized terms used without definition herein shall have the
meanings set forth therefor in the Partnership Agreement. Except as expressly
amended hereby, the Partnership Agreement shall remain in full force and effect
and each of the parties hereto hereby reaffirms the terms and provisions
thereof.
IN WITNESS WHEREOF, this Seventh Amendment to Agreement of Limited
Partnership is executed and entered into as of the date first above written.
GENERAL PARTNER:
FELCOR SUITE HOTELS, INC.,
a Maryland corporation
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx, Senior Vice
President
ADDITIONAL LIMITED PARTNER:
PMB ASSOCIATES LTD.,
a Texas limited partnership
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, its General
Partner
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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 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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