Exhibit 10.1.4
FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Fourth Amendment to Second Amended and Restated Agreement of
Limited Partnership of FelCor Lodging Limited Partnership (the "Partnership") is
made and entered into effective as of April 2, 2004, by and among FelCor Lodging
Trust Incorporated, a Maryland corporation, as the General Partner (the "General
Partner") and all of the persons and entities who are, or shall in the future
become, Limited Partners of the 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 (the General
Partner and the Limited Partners, collectively, referred to herein as the
"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 amended (as amended, herein
referred to as the "Partnership Agreement"), and the Partnership Agreement
governs the Partnership.
B. The General Partner has previously designated and established a
class of Partnership Units (as defined in the Agreement) as Series A Cumulative
Convertible Preferred Units (the "Series A Preferred Units") pursuant to
Addendum No. 2 to the Partnership Agreement (the "Addendum").
C. Pursuant to Sections 1.4 and 4.6 of the Partnership Agreement, the
General Partner is authorized to issue such additional Partnership Units for any
Partnership purpose, at any time or from time to time, to the Partners or to
other persons for such consideration and on such terms and conditions as shall
be established by the General Partner in its sole discretion.
D. The General Partner desires to exercise such authority by amending
the Addendum as provided herein to increase the number of Series A Preferred
Units authorized under the Partnership Agreement.
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. Amendment of Partnership Agreement. Section 2 of the Addendum is
hereby amended to increase the number of Series A Preferred Units authorized
thereunder from 6,900,000 Series A Preferred Units to 10,650,000 Series A
Preferred Units.
2. Terms of Series A Preferred Units. The additional Series A Preferred
Units shall have the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption that are applicable to the existing Series A Preferred
Units as provided in the Addendum, except that, notwithstanding the provisions
of Section 3.2(a) of the Addendum relating to the date from which the dividends
shall be cumulative, dividends on such additional Series A Preferred Units shall
be cumulative from January 1, 2004.
3. 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.
[Signature page follows]
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IN WITNESS WHEREOF, this Fourth 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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Executive Vice President
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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Executive Vice President
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