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EXHIBIT 10.1.15
FIFTEENTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Fifteenth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Lodging Limited Partnership is made and entered into
effective as of October 15, 1999, by and among FelCor Lodging Trust
Incorporated, a Maryland corporation, as the General Partner ("General
Partner"), and SRS Properties Limited Partnership, a Virginia limited
partnership ("SRS"), as an Additional Limited Partner, and all of the persons
and entities who are or shall in the future become Limited Partners of this
limited 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 have previously
executed and delivered that certain Amended and Restated Agreement of Limited
Partnership of FelCor Suites Limited Partnership dated as of July 25, 1994, as
previously amended (the "Partnership Agreement"), pursuant to which they have
formed a Delaware limited partnership under the name, as amended, of "FelCor
Lodging Limited Partnership" (the "Partnership").
B. Pursuant to that certain Contribution Agreement dated as of May 24,
1999, by and between SRS and the Partnership, as amended to date (the
"Contribution Agreement"), SRS has agreed to contribute to the Partnership the
Sheraton Premiere at Tysons Corner hotel and certain related assets described in
the Contribution Agreement in exchange for, among other things, 3,571 units of
limited partner interest ("Units") of the Partnership.
C. The parties hereto desire to amend the Partnership Agreement to reflect
the foregoing issuance of Units and the admission of SRS as an Additional
Limited Partner to the Partnership in connection therewith.
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. Acceptance of Partnership Agreement. SRS does hereby accept and agree to
be bound by all of the terms and conditions of the Partnership Agreement,
including without limitation, the power of attorney set forth in Section 1.4
thereof. SRS and its Assignees hereby constitutes and appoints the General
Partner and the other parties named in Section 1.4, with full power of
substitution, as its true and lawful agent and attorney-in-fact, with full power
and authority in its name, place and stead, to take the actions set forth in
Section 1.4 of the Partnership Agreement, with the same effect as if SRS had
been one of the original partners to execute the Partnership Agreement.
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2. Admission of Additional Partner. In accordance with the provisions of
Section 11.4 of the Partnership Agreement, SRS is hereby admitted as an
Additional Limited Partner of the Partnership entitled to all rights and
benefits of Limited Partners therein as set forth in the Partnership Agreement
with respect to the Units acquired by SRS. Notwithstanding the foregoing
sentence, SRS agrees that the quarterly Partnership distribution payable with
respect to the Units for the third calendar quarter of 1999 shall not be paid to
SRS.
3. Exercise of Redemption Right. SRS shall first be able to exercise its
Redemption Right (as defined in Section 7.5(a) of the Partnership Agreement)
with respect to the Units after the first anniversary of the date hereof.
4. Amendment of Exhibit A. Exhibit A to the Partnership Agreement is hereby
amended to reflect the admission of SRS as an Additional Limited Partner in the
Partnership and the issuance of the Units to SRS.
5. Compliance with Terms of Contribution Agreement. The Partnership and SRS
mutually agree to comply fully with their respective covenants and obligations
contained in Section 8.7 of the Contribution Agreement.
6. 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.
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IN WITNESS WHEREOF, this Fifteenth Amendment to 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/ WILLIAM P. STADLER
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William P. Stadler, Senior Vice President
ADDITIONAL LIMITED PARTNER:
SRS PROPERTIES LIMITED PARTNERSHIP,
a Virginia limited partnership
By: DRJ Corp., a Virginia corporation, its general
partner
By: /s/ DAVID M. JENSEN
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Name: David M. Jensen
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Title: President
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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/ WILLIAM P. STADLER
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William P. Stadler,
Senior Vice President