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SEVENTH AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Seventh 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 7, 2005, by and among
FelCor Lodging
Trust Incorporated, a Maryland corporation, as General Partner
(the "General
Partner"), and all 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).
RECITALS:
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. Pursuant to Sections 1.4 and 4.6 of the Partnership
Agreement, the
General Partner is authorized to cause the Partnership to issue
Partnership
Securities 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.
C. The General Partner desires to exercise such authority by
amending
the Partnership Agreement as provided herein to establish a new
class and series
of Partnership Securities.
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. The Partnership Agreement
is
hereby amended to add Addendum No. 4 to the Partnership
Agreement to create and
provide for the authorization for issuance of a class of the
Partnership
Securities designated as the "Series E Cumulative Redeemable
Preferred Units,"
having the preferences and relative, participating, optional or
other special
rights, powers and duties set forth in such Addendum No. 4. Such
Addendum No. 4
shall be in the form of Addendum No. 4 attached to this Seventh
Amendment to
Second Amended and Restated Agreement of Limited Partnership of
FelCor Lodging
Limited Partnership. The Addendum No. 4 is hereby incorporated
into and made a
part of the Partnership Agreement for all purposes.
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2. 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, 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
By:____________________________________
Name: Lawrence D. Robinson
Title: Executive Vice President, General Counsel &
Secretary
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 Agreement):
By: FELCOR LODGING TRUST INCORPORATED,
acting as General Partner and as duly
authorized attorney-in-fact
By:____________________________________
Name: Lawrence D. Robinson
Title: Executive Vice President, General
Counsel & Secretary
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FELCOR LODGING LIMITED PARTNERSHIP
ADDENDUM NO. 4 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
DESIGNATION OF
SERIES E CUMULATIVE REDEEMABLE PREFERRED UNITS
The undersigned General Partner of FelCor Lodging Limited
Partnership, a
Delaware limited partnership (the "PARTNERSHIP"), pursuant to
the authority
expressly granted to the General Partner by the Second Amended
and Restated
Agreement of Limited Partnership of FelCor Lodging Limited
Partnership, dated as
of December 31, 2001, as amended, pursuant to which the
Partnership was formed
(the "PARTNERSHIP AGREEMENT"), and in particular Sections 1.4
and 4.6 thereof,
hereby executes and delivers this Addendum No. 4 to the
Partnership Agreement
(the "ADDENDUM"), which Addendum is hereby made a part of the
Partnership
Agreement for all purposes, to create and provide for the issue
of a class of
Partnership Units and to fix the designations, preferences and
relative,
participating, optional or other special rights, powers and
duties thereof as
follows:
1. DESIGNATION OF CLASS. A class of units of the Partnership is
hereby
authorized and designated as the "Series E Cumulative Redeemable
Preferred
Units" (the "SERIES E PREFERRED UNITS"). The Series E Preferred
Units shall have
the preferences and relative, participating, optional or other
special rights,
powers and duties that are set forth in this Addendum and, to
the extent
permitted by this Addendum, established by the General Partner
and set forth in
any amendment to the Partnership Agreement or any amendment or
annex to this
Addendum.
2. AUTHORIZED NUMBER OF SERIES E PREFERRED UNITS. The authorized
number
of Series E Preferred Units shall be 54,000.
3. PREFERENCES, RIGHTS, POWERS AND DUTIES.
3.1 DEFINITIONS. For purposes of the Series E Preferred Units,
the
following terms shall have the meanings indicated:
"Addendum" shall have the meaning set forth in the preamble
hereof.
"Business Day" shall mean any day other than a Saturday, Sunday
or a
day on which state or federally-chartered banking institutions
in Texas or
New York are not required to be open.
"Call Date" shall have the meaning set forth in Section
3.4(b)
hereof.
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"Common Unit" shall mean the units of partnership interest of
the
Partnership not designated as Preferred Units.
"Common Stock" shall mean the common stock, $0.01 par value
per
share, of the General Partner.
"Distribution Payment Date" shall mean the last calendar day
of
January, April, July and October, in each year, commencing on
July 31,
2005; PROVIDED, HOWEVER, that if any Distribution Payment Date
falls on
any day other than a Business Day, the distribution payment due
on such
Distribution Payment Date shall be paid on the Business Day
immediately
following such Distribution Payment Date.
"Distribution Period" shall mean quarterly distribution
periods
commencing February 1, May 1, August 1 and November 1 of each
year and
ending on and including the day preceding the first day of the
next
succeeding Distribution Period (other than the initial
Distribution
Period, which shall commence on April 7, 2005 and end on and
include July
31, 2005).
"General Partner" shall mean FelCor Lodging Trust Incorporated,
a
Maryland corporation, which is the sole general partner of
the
Partnership.
"Issue Date" shall mean the date, from time to time, on which
the
Partnership issues a Series E Preferred Unit.
"Junior Units" shall have the meaning set forth in Section
3.6(c)
hereof.
"Parity Units" shall have the meaning set forth in Section
3.6(b)
hereof.
"Partnership" shall have the meaning set forth in the
preamble
hereof.
"Partnership Agreement" shall have the meaning set forth in
the
preamble hereof.
"Preferred Units" shall mean units of partnership interest of
the
Partnership designated as having certain preferences to the
Common Units
with respect to distributions or upon liquidation of the
Partnership.
"Series C Preferred Stock" shall mean the 8% Series C
Cumulative
Redeemable Preferred Stock, $0.01 par value and $2,500.00
liquidation
preference per share, of the General Partner.
"Series E Preferred Units" shall have the meaning set forth
in
Section 1 hereof.
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"set apart for payment" shall be deemed to include, without any
action
other than the following, the recording by the Partnership in
its accounting
ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a
declaration of dividends or other distribution by the
Partnership, the
allocation of funds to be so paid on any series or class of
capital units of the
Partnership; PROVIDED, HOWEVER, that if any funds for a class or
series of
Junior Units or any class or series of Parity Units are placed
in a separate
account of the Partnership or delivered to a disbursing, paying
or other similar
agent, then "set apart for payment" with respect to the Series E
Preferred Units
shall mean placing such funds in a separate account or
delivering such funds to
a disbursing, paying or other similar agent.
Initially capitalized t
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