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EXHIBIT 10.1.12
TWELFTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Twelfth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Lodging Limited Partnership (the "Amendment"), is entered
into as of December ___, 1998, by and between FelCor Lodging Trust
Incorporated, a Maryland corporation, as General Partner, and all other 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 parties 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 formed a Delaware limited partnership under
the name "FelCor Suites Limited Partnership," which name has been changed to
"FelCor Lodging Limited Partnership" (the "Partnership").
B. The General Partner desires to amend the Partnership Agreement as
provided herein.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto hereby agree as follows:
1. A new subsection (d) shall be added to Section 10.2 and shall read in
its entirety as follows:
"(d) Notwithstanding Subsection 10.2(a) or (b)
above, the General Partner may transfer from time to time any
or all of its Partnership Interests to one or more
wholly-owned subsidiaries of the General Partner, except that
the General Partner must retain at all times at least a 1%
Partnership Interest as a general partner and the General
Partner and one or more wholly-owned subsidiaries of the
General Partner must at all times own in the aggregate 20% of
all of the Partnership Interests."
2. The last sentence of Section 4.7 shall be revised to read in its
entirety as follows:
"In the event the General Partner effects a
redemption or otherwise acquires any outstanding shares of
its capital stock (other than common stock) for which
corresponding Partnership Interests were issued to the
General Partner (or its wholly-owned subsidiary or
subsidiaries) in accordance with Section 4.6(c) hereof, the
General Partner shall cause the Partnership to redeem from
the General Partner (or its wholly-owned subsidiary or
subsidiaries) an equivalent number of such Partnership
Interests upon the same terms and conditions as the
redemption effected by the General Partner."
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3. Subsection 7.5(e) shall be revised to read in its entirety as follows:
"(e) In the event the General Partner shall
repurchase or redeem REIT Shares, then the General Partner
shall cause the Partnership to purchase from the General
Partner or its wholly-owned subsidiary or subsidiaries the
same number of Partnership Units on the same terms that the
General Partner redeemed such REIT Shares."
4. The following sentence shall be added to the end of Subsection 4.6(c):
"In lieu of contributing the net proceeds directly to the
Partnership, the General Partner may contribute the net
proceeds to the Partnership indirectly through its
wholly-owned subsidiary or subsidiaries, and in that event,
the Partnership will issue to such subsidiary or subsidiaries
the securities of the Partnership required by clause (i)
above."
IN WITNESS WHEREOF, the General Partner has caused this Amendment to
be duly executed in its respective capacities set forth below as of the date
first set forth above.
GENERAL PARTNER:
FELCOR LODGING TRUST
INCORPORATED, a Maryland corporation
formerly known as FelCor Suite Hotels,
Inc.
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx, Senior 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,
a Maryland Corporation, formerly known
as FelCor Suite Hotels, Inc., acting
as General Partner and as duly authorized
attorney-in-fact
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx, Senior Vice
President