Exhibit 10.1.6
SIXTH AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Sixth
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 23, 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 Partnership 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 person
