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TENTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF FELCOR SUITES LIMITED PARTNERSHIP
This Tenth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Suites Limited Partnership is made and entered into
effective as of June 22, 1998, by and among FelCor Suite Hotels, Inc., a
Maryland corporation, as the General Partner ("General Partner"), Schenley Hotel
Associates, a Pennsylvania limited partnership ("Schenley"), 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 of "FelCor Suites
Limited Partnership" (the "Partnership").
B. The Partnership, the General Partner and Schenley have executed that
certain Hotel Contribution Agreement dated as of June 22, 1998 (the
"Contribution Agreement"), pursuant to which Schenley has agreed to contribute
certain assets in accordance with the terms and conditions set forth therein, in
exchange for 55,556 units of limited partnership 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 Schenley 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. Schenley 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. Each of Schenley 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 Schenley 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, Schenley 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 Schenley.
3. Amendment of Exhibit A. Exhibit A to the Partnership Agreement is
hereby amended to reflect the admission of Schenley as an Additional Limited
Partner in the Partnership and the issuance of 55,556 Units to Schenley pursuant
to the Purchase Agreement.
4. 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 Eighth Amendment to Agreement of Limited
Partnership is executed and entered into as of the date first above written.
GENERAL PARTNER:
FELCOR SUITE HOTELS, INC.,
a Maryland corporation
By: /s/ Lawrence D. Robinson
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Lawrence D. Robinson, Senior Vice President
ADDITIONAL LIMITED PARTNER:
SCHENLEY HOTEL ASSOCIATES, a
Pennsylvania Limited Partnership
By: NDC PROPERTIES, INC., a Pennsylvania
corporation, its General Partner
By: /s/ James R. Allen
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Name: James R. Allen
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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 SUITE HOTELS, INC., acting as
General Partner and as duly authorized
attorney-in-fact
By: /s/ Lawrence D. Robinson
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Lawrence D. Robinson,
Senior Vice President
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