EXHIBIT 10.1.9
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EIGHTH AMENDMENT TO
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SECOND AMENDED AND RESTATED
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AGREEMENT OF LIMITED PARTNERSHIP
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OF FELCOR LODGING LIMITED
PARTNERSHIP
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This Eighth 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 August 30, 2005, 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).
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 and supplemented (as amended and
supplemented, 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 Partnership Agreement) as
Series E Cumulative Redeemable Preferred Units (the “Series E
Preferred Units”) pursuant to Addendum No. 4 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
