EXHIBIT 10.1.2
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Second Amendment to Second Amended and Restated Agreement of
Limited Partnership of FelCor Lodging Limited Partnership is made and entered
into effective as of the close of business on August 31, 2002, by and among
FelCor Lodging Trust Incorporated, a Maryland corporation, as the General
Partner ("General Partner"), FelCor Nevada Holdings, L.L.C., a Nevada limited
liability company ("Nevada"), as a withdrawing Substituted Limited Partner,
FelCor Holdings Trust, a Massachusetts business trust acting by and through its
duly appointed trustees ("Holdings"), as a Substituted 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).
RECITALS:
A. The General Partner and the existing Limited Partners have
previously executed and delivered that certain Second Amended and Restated
Agreement of Limited Partnership of FelCor Lodging Limited Partnership dated as
of December 31, 2001, as previously amended (as amended, herein called the
"Partnership Agreement"), pursuant to which they have formed a Delaware limited
partnership known as "FelCor Lodging Limited Partnership" (the "Partnership").
B. Concurrently herewith, Nevada has assigned to Holdings 5,919,975
Series A Cumulative Convertible Preferred Units, 67,080 Series B Cumulative
Redeemable Preferred Units and 57,602,848 Common (Class A) Units (collectively,
the "Partnership Interests") in the Partnership as a limited partner, and has
retained no other units of partnership interest as a limited partner in the
Partnership.
C. The parties hereto desire to amend the Partnership Agreement to
reflect the foregoing, the withdrawal of Nevada as a Substituted Limited Partner
and the admission of Holdings as a Substituted Limited Partner in the
Partnership in connection therewith.
AGREEMENTS:
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. Holdings 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 Holdings 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
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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
Holdings had been one of the original partners to execute the Partnership
Agreement.
2. Admission of Additional Partner. In accordance with the provisions
of Section 11.1 of the Partnership Agreement, Holdings is hereby admitted as a
Substituted 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 Partnership Interests acquired by Holdings.
3. Withdrawal of Nevada. As a result of the transfer of the Partnership
Interests, Nevada hereby withdraws as a Substituted Limited Partner in the
Partnership.
4. Amendment of Exhibit A. Exhibit A to the Partnership Agreement is
hereby amended to read in the form attached hereto to reflect the admission of
Holdings as a Substituted Limited Partner in the Partnership, the withdrawal of
Nevada as a Substituted Limited Partner, and the transfer of the Partnership
Interests in the Partnership from Nevada to Holdings.
5. Limitation on Recourse. In accordance with the Declaration of Trust
dated as of July 31, 2002 by which Holdings was formed, the Partnership
Agreement is hereby amended to provide that with respect to any obligations or
liabilities of Holdings arising under the Partnership Agreement as hereby
amended, the Partnership, the General Partner, and the other Limited Partners
shall look solely to the trust estate comprising Holdings for the payment or
performance of such obligations or liabilities, and none of the trustees,
shareholders or officers of Holdings shall have any personal liability for such
obligations or liabilities.
6. 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.
(Signatures on following page)
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IN WITNESS WHEREOF, this Second Amendment to Second Amended and
Restated Agreement of Limited Partnership is executed and entered into as of the
date first above written.
GENERAL PARTNER:
FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx, Executive Vice President
WITHDRAWING SUBSTITUTED LIMITED PARTNER:
FELCOR NEVADA HOLDINGS, L.L.C.,
a Nevada limited liability company
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx, Executive Vice President
SUBSTITUTED LIMITED PARTNER:
FELCOR HOLDINGS TRUST, a Massachusetts business
trust
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-----------------------------------------------
Xxxxxx X. Xxxxxxxx, Xx., Trustee
By: /s/ Xxxxxxx X. X'Xxxxx
-----------------------------------------------
Xxxxxxx X. X'Xxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxxx X. Xxxxxxx, Trustee
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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,
acting as General Partner and as duly
authorized attorney-in-fact
By: /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxxx X. Xxxxxxxx,
Executive Vice President
SCHEDULES AND EXHIBITS INTENTIONALLY OMITTED.
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