EXHIBIT 10.1.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This First 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 1, 2002, 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:
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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 (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 B Cumulative
Redeemable Preferred Units (the "Series B Preferred Units") pursuant to Addendum
No. 3 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 B Preferred Units
authorized under the Partnership Agreement.
A G R E E M E N T S:
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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 B Preferred Units authorized thereunder
from 57,500 Series B Preferred Units to 67,758 Series B Preferred Units.
2. Terms of Series B Preferred Units. The additional 10,258 Series B
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 B 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 B Preferred Units shall
be cumulative from February 1, 2002.
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]
IN WITNESS WHEREOF, this First 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