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EXHIBIT 10.1.14
FOURTEENTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Fourteenth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Lodging Limited Partnership is made and entered into
effective as of March 1, 1999, by and among FelCor Lodging Trust Incorporated,
a Maryland corporation, as the General Partner ("General Partner"), Xxxx
Properties, Ltd., a Texas limited partnership ("Xxxx"), 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, as
amended, of "FelCor Lodging Limited Partnership" (the "Partnership").
X. Xxxx has agreed to contribute certain hotel assets to the
Partnership and/or its affiliates in exchange for, among other things, 50,748
units of limited partner 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 Xxxx 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. Xxxx 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 Xxxx 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 Xxxx had been one of the original partners to execute the Partnership
Agreement.
2. Admission of Additional Partner. In accordance with the provisions
of Section 11.4 of the Partnership Agreement, Xxxx is hereby admitted as an
Additional Limited Partner of the
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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
Xxxx. Notwithstanding the foregoing sentence, Xxxx agrees that the quarterly
Partnership distribution payable to Xxxx with respect to the Units for the
first calendar quarter of 1999 shall be pro rated such that only that portion
payable with respect to the period from and after the effective date of this
Amendment until the end of the first calendar quarter of 1999 shall be paid to
Xxxx.
3. Amendment of Exhibit A. Exhibit A to the Partnership Agreement is
hereby amended to reflect the admission of Xxxx as an Additional Limited
Partner in the Partnership and the issuance of 50,748 Units to Xxxx.
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 Fourteenth Amendment to 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/ XXXX XXXXXXX
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Xxxx Xxxxxxx, Vice President
ADDITIONAL LIMITED PARTNER:
XXXX PROPERTIES, LTD.,
a Texas limited partnership
By: Xxxx Construction Company,
a Texas corporation, its general partner
By: /s/ X. X. XXXX
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X. X. Xxxx, 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,
acting as General Partner and as
duly authorized attorney-in- fact
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx, Vice President
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