1
EXHIBIT 10.1.18
EIGHTEENTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR LODGING LIMITED PARTNERSHIP
This Eighteenth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Lodging Limited Partnership is made and entered into
effective as of January 1, 2001, by and among FelCor Lodging Trust Incorporated,
a Maryland corporation, as the General Partner ("General Partner"), and RGC
Leasing, Inc., a Nevada corporation ("RGC"), 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).
RECITALS:
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 the date
hereof, by and between, among others, RGC and the Partnership (the "Contribution
Agreement"), RGC has agreed to contribute to the Partnership all of its Class B
membership interests in DJONT Operations, L.L.C., a Delaware limited liability
company ("DJONT"), constituting fifty percent (50%) of the outstanding
membership interests in DJONT, in exchange for, among other things, 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 RGC as an
Additional Limited Partner to the Partnership in connection therewith.
AGREEMENTS:
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. RGC 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. RGC 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
2
name, place and stead, to take the actions set forth in Section 1.4 of the
Partnership Agreement, with the same effect as if RGC had been one of the
original partners to execute the Partnership Agreement.
2. Admission of Additional Partner. In accordance with the provisions
of Section 11.4 of the Partnership Agreement, RGC 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 RGC.
3. Amendment of Exhibit A. Exhibit A to the Partnership Agreement is
hereby amended to reflect the admission of RGC as an Additional Limited Partner
in the Partnership and the issuance of the Units to RGC.
4. Priority of Terms of Contribution Agreement. The Partnership and RGC
mutually agree that to the extent any of the terms of the Contribution Agreement
conflict with the terms of the Partnership Agreement, the terms of the
Contribution Agreement shall control and the Partnership Agreement shall be
deemed amended, as between the Partnership and RGC, to the extent of any such
conflicting terms.
5. 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.
IN WITNESS WHEREOF, this Eighteenth 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:
-------------------------------
Lawrence D. Robinson,
Senior Vice President
-2-
3
ADDITIONAL LIMITED PARTNER:
RGC LEASING, INC.
a Nevada corporation
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
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:
-------------------------------
Lawrence D. Robinson,
Senior Vice President
-3-