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
a
