1
EXHIBIT 10.1.6
SIXTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR SUITES LIMITED PARTNERSHIP
This Sixth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Suites Limited Partnership is made and entered into
effective as of September 16, 1996, by and among FelCor Suite Hotels, Inc., a
Maryland corporation, as the General Partner ("General Partner"), Xxxx X.
Xxxxxxx, XX, an individual resident in the State of Indiana ("Contributor"), 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 previously amended (the "Partnership Agreement"), pursuant to
which they have formed a Delaware limited partnership under the name "FelCor
Suites Limited Partnership" (the "Partnership").
B. The Partnership, the General Partner and the Contributor have
executed that certain Asset Contribution Agreement dated as of September 16,
1996 (the "Contribution Agreement") pursuant to which the Contributor has
agreed to contribute certain assets to the Partnership in exchange for 81,186
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 the Contributor
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. The Contributor 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 the Contributor 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
2
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 the
Contributor had been one of the original partners to execute the Partnership
Agreement.
2. Admission of Additional Limited Partner. In accordance with
the provisions of Section 11.4 of the Partnership Agreement, the Contributor 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 the Contributor.
3. Amendment of Section 7.5. Section 7.5(a) of the Partnership
Agreement is hereby amended such that, with respect to the Units issued to the
Contributor, the first clause of such section shall read as follows: "Subject
to Section 7.5(c), on or after the date which is one (1) year after the date of
issuance of the Units, . . . ."
4. Amendment of Exhibit A. Exhibit A to the Partnership
Agreement is hereby amended to reflect the admission of the Contributor as an
Additional Limited Partner in the Partnership and the issuance of 81,186 Units
to the Contributor pursuant to the Contribution Agreement.
5. 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 Sixth 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/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------------------
Xxxxxx X. Xxxxxxxx, Xx., President
3
ADDITIONAL LIMITED PARTNER:
/s/ Xxxx X. Xxxxxxx, XX
---------------------------------------
Xxxx X. Xxxxxxx, XX, Individually
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/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------------------
Xxxxxx X. Xxxxxxxx, Xx., President
