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EXHIBIT 10.1.8
EIGHTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR SUITES LIMITED PARTNERSHIP
This Eighth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Suites Limited Partnership is made and entered into
effective as of February 6, 1998, by and among FelCor Suite Hotels, Inc., a
Maryland corporation, as the General Partner ("General Partner"),
Columbus/Front Ltd., an Ohio limited partnership ("Columbus"), 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 of "FelCor
Suites Limited Partnership" (the "Partnership").
B. The Partnership, the General Partner and Columbus have
executed that certain Contribution Agreement dated as of February 6, 1998 (the
"Contribution Agreement"), pursuant to which Columbus has agreed to contribute
certain assets in accordance with the terms and conditions set forth therein,
in exchange for 134,360 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 Columbus 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. Columbus 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 Columbus 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 Columbus 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, Columbus 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 Columbus.
3. Amendment of Exhibit A. Exhibit A to the Partnership
Agreement is hereby amended to reflect the admission of Columbus as an
Additional Limited Partner in the Partnership and the issuance of 134,360 Units
to Columbus pursuant to the Purchase 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.
5. Section 704(c) Allocations. General Partner covenants and
agrees to use the traditional method of making Section 704(c) allocations in
accordance with Treasury Regulation 1.704-3 with respect to any property
contributed to the Partnership by Columbus.
6. Capital Account Restoration. Notwithstanding anything in the
Partnership Agreement to the contrary, Columbus shall not be obligated to
restore any negative capital account balance in its Capital Account (as that
term is defined in the Partnership Agreement) pursuant to Section 14.8 of the
Partnership Agreement.
(Signatures on following page.)
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IN WITNESS WHEREOF, this Eighth 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/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Senior Vice
President
ADDITIONAL LIMITED PARTNER:
COLUMBUS/FRONT LTD.,
an Ohio limited partnership
By: CF Associates Ltd., an Ohio
limited partnership, its general
partner
By: Columbus/Front Limited Liability
Company, an Ohio limited
liability company, its general
partner
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, Member
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/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Senior Vice President
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