exh_4-3.htm


    
      

    


    Exhibit 4.3

    


    


     

    REGISTRATION
RIGHTS AGREEMENT

     

    Dated
October 1, 2009

     

    AMONG

     

    FELCOR
LODGING LIMITED PARTNERSHIP,

     

    FELCOR
LODGING TRUST INCORPORATED,

     

    SUBSIDIARY
GUARANTORS NAMED HEREIN,

     

    and

     

    J.P.
MORGAN SECURITIES INC.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and
entered into as of October 1, 2009, among FELCOR LODGING LIMITED PARTNERSHIP, a
Delaware limited partnership (the “Operating Partnership”),
FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (the “Company”), the Subsidiary
Guarantors (as defined below) and J.P. Morgan Securities Inc. on its own behalf
and as representative of the other Initial Purchasers named in Schedule A hereto
(collectively, the “Initial
Purchasers”).

     

    This
Agreement is made pursuant to the Purchase Agreement dated as of September
17, 2009, among the Operating Partnership, the Company, the Subsidiary
Guarantors and the Initial Purchasers (the “Purchase Agreement”), which
provides for the sale by the Operating Partnership to the Initial Purchasers of
$636,000,000 aggregate principal amount of Senior Secured Notes due 2014 of the
Operating Partnership (the “Notes”) to be issued pursuant
to the Indenture (as defined below).  Each of the Notes is guaranteed
by the Company and the Subsidiary Guarantors (the “Guarantors”) and is entitled
to the benefit of the Guarantees under the Indenture and, unless the context
otherwise requires, reference in this Agreement to a “Note,” an “Exchange Note,”
or a “Registrable Note” shall include a reference to the related
Guarantee.  In order to induce the Initial Purchasers to enter into
the Purchase Agreement, the Operating Partnership and the Guarantors have agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights with respect to the Notes set forth in this
Agreement.  The execution of this Agreement is a condition to the
closing under the Purchase Agreement.  This Agreement will not become
operative unless and until the Release Date (as defined in the Purchase
Agreement) occurs.

     

    In
consideration of the foregoing, the parties hereto agree as
follows:

     

    1.           Definitions.  As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

     

    “1933 Act” shall mean the
Securities Act of 1933, as amended from time to time.

     

    “1934 Act” shall mean the
Securities Exchange Act of 1934, as amended from time to time.

     

    “Closing Date” shall mean the
Closing Date as defined in the Purchase Agreement.

     

    “Company” shall have the
meaning set forth in the preamble to this Agreement.

     

    “Exchange Notes” shall mean
Notes issued by the Operating Partnership under the Indenture containing terms
identical to the Notes (except that (i) interest thereon shall accrue from
the last date on which interest was paid on the Notes or, if no such interest
has been paid, from October 1, 2009, (ii) the Exchange Notes will not
contain restrictions on transfer and

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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    (iii) certain
provisions relating to an increase in the stated rate of interest thereon shall
be eliminated) and to be offered to Holders of Notes in exchange for Notes
pursuant to the Exchange Offer.

     

    “Exchange Offer” shall mean the
exchange offer by the Operating Partnership and the Guarantors of Exchange Notes
for Registrable Notes pursuant to Section 2(a) hereof.

     

    “Exchange Offer Registration”
shall mean a registration under the 1933 Act effected pursuant to
Section 2(a) hereof.

     

    “Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form
S-4 (or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     

    “FINRA” means the Financial
Industry Regulatory Authority, Inc.

     

    “Guarantors” means the Company
and the Subsidiary Guarantors.

     

    “Holder” shall mean any Initial
Purchaser, for so long as it owns any Registrable Notes, and its successors,
assigns and direct and indirect transferees who become registered owners of
Registrable Notes under the Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holder” shall include
Participating Broker-Dealers (as defined in Section 4(a)).

     

    “Indenture” shall mean the
Indenture relating to the Notes dated as of October 1, 2009 between the
Escrow Subsidiary and U.S. Bank National Association, as trustee, and as the
same may be amended or supplemented from time to time in accordance with the
terms thereof.

     

    “Initial Purchasers” shall have
the meaning set forth in the preamble to this Agreement.

     

    “Majority Holders” shall mean
the Holders of a majority of the aggregate principal amount of outstanding
Registrable Notes; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Operating Partnership or any
of its affiliates (as such term is defined in Rule 405 under the 1933 Act)
(other than the Initial Purchasers or subsequent holders of Registrable Notes if
such subsequent holders are deemed to be such affiliates solely by reason of
their holding of such Registrable Notes) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount.

     

    “Notes” shall have the meaning
set forth in the second paragraph of this Agreement.

     


    
      
         


      

      
        
        

        
          

        

      

      
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    “Operating Partnership” shall
have the meaning set forth in the preamble of this Agreement.

     

    “Person” shall mean an
individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.

     

    “Prospectus” shall mean the
prospectus included in a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Notes covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.

     

    “Purchase Agreement” shall have
the meaning set forth in the second paragraph of this Agreement.

     

    “Registrable Notes” shall mean
the Notes other than the Exchanges Notes; provided, however, that a Note shall
cease to be a Registrable Note (i) when a Registration Statement with
respect to such Note shall have been declared effective under the 1933 Act and
such Note shall have been disposed of pursuant to such Registration Statement or
(ii) when such Note shall have ceased to be outstanding.

     

    “Registration Expenses” shall
mean any and all expenses incident to performance of or compliance by the
Operating Partnership, the Company and the Subsidiary Guarantors with this
Agreement, including without limitation:  (i) all SEC, stock
exchange or FINRA registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange Notes
or Registrable Notes), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Operating Partnership, the Company and the
Subsidiary Guarantors and, in the case of a Shelf Registration Statement, the
reasonable fees and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel
for the Initial Purchasers) and (viii) the fees and disbursements of the
independent public accountants of the Operating Partnership and the Company,
including the expenses of any special audits or “cold comfort” letters required
by or incident to such performance and compliance, but excluding fees and
expenses of counsel to the underwriters (other than reasonable fees and expenses
set forth in clause (ii) above) or the Holders and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Notes by a Holder.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


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    “Registration Statement” shall
mean any registration statement of the Operating Partnership and the Guarantors
that covers any of the Exchange Notes or Registrable Notes pursuant to the
provisions of this Agreement and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     

     “SEC” shall mean the Securities
and Exchange Commission.

     

    “Shelf Registration” shall mean
a registration effected pursuant to Section 2(b) hereof.

     

    “Shelf Registration Statement”
shall mean a “shelf” registration statement of the Operating Partnership and the
Guarantors pursuant to the provisions of Section 2(b) of this Agreement
which covers all of the Registrable Notes (but no other Notes unless approved by
the Holders whose Registrable Notes are covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     

    “Subsidiary Guarantors” shall
mean each of (i) FelCor/CSS Holdings, L.P., a Delaware limited partnership, (ii)
FelCor/St. Paul Holdings, L.P., a Delaware limited partnership, (iii) FelCor
Canada Co., a Nova Scotia unlimited liability company, (iv) FelCor Hotel Asset
Company, L.L.C., a Delaware limited liability company, (v) FelCor Lodging
Holding Company, L.L.C., a Delaware limited liability company, (vi) FelCor TRS
Borrower 1, L.P., a Delaware limited partnership, (vii) FelCor TRS Borrower 4,
L.L.C., a Delaware limited liability company, and (viii) FelCor TRS Holdings,
L.L.C., a Delaware limited liability company, and each other entity that becomes
a Subsidiary Guarantor in accordance with the terms of the
Indenture.

     

    “Trustee” shall mean the
trustee with respect to the Notes under the Indenture.

     

    “Underwritten Registration” or
“Underwritten Offering”
shall mean a registration in which Registrable Notes are sold to an Underwriter
(as hereinafter defined) for reoffering to the public.

     

    2.           Registration Under The 1933
Act.

     

    (a)  To
the extent not prohibited by any applicable law or applicable interpretation of
the Staff of the SEC, the Operating Partnership and the Guarantors shall cause
to be filed after the Closing Date an Exchange Offer Registration Statement
covering the offer by the Operating Partnership and the Guarantors to the
Holders to exchange all of the Registrable Notes for Exchange Notes, use their
commercially reasonable efforts to have such Registration Statement declared
effective by the SEC, and to have such Exchange Offer Registration Statement
remain effective until the closing of the Exchange Offer.  The
Operating Partnership and the Guarantors shall commence the Exchange Offer
promptly after the Exchange Offer Registration Statement has been declared
effective by the SEC and use

     


    
      
         


      

      
        
        

        
          

        

      

      
         


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    their
commercially reasonable efforts to have the Exchange Offer consummated not later
than 180 days after the Closing Date.  The Operating Partnership and
the Guarantors shall commence the Exchange Offer by mailing the related exchange
offer Prospectus and accompanying documents to each Holder stating, in addition
to such other disclosures as are required by applicable law:

     

    (i)       that
the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Notes validly tendered will be accepted for exchange;

     

    (ii)       the
dates of acceptance for exchange (which shall be a period of at least 20
business days from the date such notice is mailed) (the “Exchange Dates”);

     

    (iii)       that
any Registrable Note not tendered will remain outstanding and continue to accrue
interest in accordance with the terms of the Notes, but will not retain any
rights under this Agreement;

     

    (iv)       that
Holders electing to have a Registrable Note exchanged pursuant to the Exchange
Offer will be required to surrender such Registrable Note, together with the
enclosed letters of transmittal, to the institution and at the address located
in the Borough of Manhattan, The City of New York, specified in the notice prior
to the close of business on the last Exchange Date; and

     

    (v)       that
Holders will be entitled to withdraw their election, not later than the close of
business on the last Exchange Date, by sending to the institution and at the
address located in the Borough of Manhattan, The City of New York, specified in
the notice a telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Registrable Notes delivered for exchange
and a statement that such Holder is withdrawing his election to have such Notes
exchanged.

     

    As soon
as practicable after the last Exchange Date, the Operating Partnership
shall:

     

    (i)       accept
for exchange Registrable Notes or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer; and

     

    (ii)       deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Notes
or portions thereof so accepted for exchange by the Operating Partnership and
issue, and cause the Trustee to promptly authenticate and mail to each Holder,
an Exchange Note equal in principal amount to the principal amount of the
Registrable Notes surrendered by such Holder.

     

    The
Operating Partnership and the Guarantors shall use their commercially reasonable
efforts to complete the Exchange Offer as provided above and shall comply with
the applicable requirements of the 1933 Act, the 1934 Act and other applicable
laws and regulations in connection with the Exchange Offer.  The
Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate applicable law or any applicable

     


    
      
         


      

      
        
        

        
          

        

      

      
         


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     interpretation
of the Staff of the SEC.  The Operating Partnership shall inform the
Initial Purchasers, if requested by the Initial Purchasers, of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right, subject to applicable law, to contact such
Holders and otherwise facilitate the tender of Registrable Notes in the Exchange
Offer.

     

    (b)           In
the event that (i) the Operating Partnership determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or
may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated on or prior to 180 days after the Closing Date, or (iii) in the
opinion of counsel for the Initial Purchasers a Registration Statement must be
filed and a Prospectus must be delivered by the Initial Purchasers in connection
with any offering or sale of Registrable Notes, the Operating Partnership and
the Guarantors shall cause to be filed as soon as practicable after such
determination, date or notice of such opinion of counsel is given to the
Operating Partnership, a Shelf Registration Statement providing for the sale by
the Holders of all of the Registrable Notes and use their commercially
reasonable efforts to have such Shelf Registration Statement declared effective
by the SEC.  In the event the Operating Partnership and the Guarantors
are required to file a Shelf Registration Statement solely as a result of the
matters referred to in clause (iii) of the preceding sentence, the Operating
Partnership and the Guarantors shall file and use their commercially reasonable
efforts to have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all
Registrable Notes and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Notes held by the Initial Purchasers
after completion of the Exchange Offer.  The Operating Partnership and
the Guarantors agree to use their commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective until the date that is one
year after the first date on which such Shelf Registration Statement becomes
effective or such earlier date when all of the Registrable Notes covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement.  The Operating Partnership and the Guarantors further agree
to supplement or amend the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used by
the Operating Partnership and the Guarantors for such Shelf Registration
Statement or by the 1933 Act or by any other rules and regulations thereunder
for shelf registration or if reasonably requested by a Holder with respect to
information relating to such Holder, and to use its commercially reasonable
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as thereafter
practicable.  The Operating Partnership agrees to furnish to the
Holders of Registrable Notes copies of any such supplement or amendment promptly
after its being used or filed with the SEC.

     

    (c)           The
Operating Partnership and the Guarantors shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or
Section 2(b).  Each Holder shall pay all underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder’s Registrable Notes pursuant to the Shelf Registration
Statement.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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    (d)           An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a
Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that, if, after it
has been declared effective, the offering of Registrable Notes pursuant to a
Shelf Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or court,
such Registration Statement will be deemed not to have become effective during
the period of such interference until the offering of Registrable Notes pursuant
to such Registration Statement may legally resume. As provided for in the
Indenture, in the event that the Exchange Offer is not consummated, and if a
Shelf Registration Statement is required hereby, the Shelf Registration
Statement is not declared effective on or prior to 180 days after the Closing
Date, the interest rate on the Notes (and the Exchange Notes) will increase by
0.5% per annum until the Exchange Offer is consummated or a Shelf Registration
Statement is declared effective.

     

    (e)           Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Operating Partnership and the Guarantors acknowledge that any failure to comply
with their respective obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the respective obligations of the
Operating Partnership and the Guarantors under Section 2(a) and
Section 2(b) hereof.

     

    3.           Registration
Procedures.  In connection with the obligations of the
Operating Partnership and the Guarantors with respect to the Registration
Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Operating Partnership and the Guarantors shall as expeditiously as
possible:

     

    (a)           prepare
and file with the SEC a Registration Statement on the appropriate form under the
1933 Act, which form (x) shall be selected by the Operating Partnership and
(y) shall, in the case of a Shelf Registration, be available for the sale
of the Registrable Notes by the selling Holders thereof and (z) shall comply as
to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith,
and use its commercially reasonable efforts to cause such Registration Statement
to become effective and remain effective in accordance with Section 2
hereof;

     

    (b)           prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during
the period described under Section 4(3) and Rule 174 under the 1933 Act
that is applicable to transactions by brokers or dealers with respect to the
Registrable Notes or Exchanges Notes;

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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    (c)           in
the case of a Shelf Registration, furnish to each Holder of Registrable Notes,
to counsel for the Initial Purchasers, to counsel for the Holders and to each
Underwriter of an Underwritten Offering of Registrable Notes, if any, without
charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or Underwriter may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Notes; and the Operating
Partnership and the Guarantors consent to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Notes and any such Underwriters in connection
with the offering and sale of the Registrable Notes covered by and in the manner
described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;

     

    (d)           use
their commercially reasonable efforts to register or qualify the Registrable
Notes under all applicable state securities or “blue sky” laws of such
jurisdictions as any Holder of Registrable Notes covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with the FINRA and do
any and all other acts and things which may be reasonably necessary or advisable
to enable such Holder to consummate the disposition in each such jurisdiction of
such Registrable Notes owned by such Holder; provided, however, that none of the
Operating Partnership or any Guarantor shall be required to (i) qualify as
a foreign corporation or as a broker or dealer in securities in any jurisdiction
where it would not otherwise be required to qualify but for this
Section 3(d), (ii) file any general consent to service of process or
(iii) subject itself to taxation in any such jurisdiction that it is
already not so subject;

     

    (e)           in
the case of a Shelf Registration, notify each Holder of Registrable Notes,
counsel for the Holders and counsel for the Initial Purchasers promptly and, if
requested by any such Holder or counsel, confirm such advice in writing
(i) when such Registration Statement has become effective and when any
post-effective amendment thereto has been filed and becomes effective,
(ii) of any request by the SEC or any state securities authority for
amendments and supplements to such Registration Statement and Prospectus or for
additional information after such Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any
stop order suspending the effectiveness of such Registration Statement or the
initiation of any proceedings for that purpose, (iv) if, between the
effective date of such Registration Statement and the closing of any sale of
Registrable Notes covered thereby, the representations and warranties of the
Operating Partnership and the Guarantors contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in any material respect or
if the Operating Partnership receives any notification with respect to the
suspension of the qualification of the Registrable Notes for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of
the happening of any event during the period a Shelf Registration Statement is
effective such that such Registration Statement or the related

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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    Prospectus
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make statements therein not
misleading and (vi) of any determination by the Operating Partnership and
the Guarantors that a post-effective amendment to such Registration Statement
would be appropriate;

     

    (f)           make
every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and
provide immediate notice to each Holder of the withdrawal of any such
order;

     

    (g)           in
the case of a Shelf Registration, furnish to each Holder of Registrable Notes,
without charge, at least one conformed copy of each Registration Statement and
any post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);

     

    (h)           in
the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Notes to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold and not bearing any
restrictive legends and enable such Registrable Notes to be in such
denominations (consistent with the provisions of the Indenture) and registered
in such names as the selling Holders may reasonably request at least one
business day prior to the closing of any sale of Registrable Notes;

     

    (i)           in
the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(e)(v) or (vi) hereof, use its commercially reasonable efforts
to prepare and file with the SEC a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Notes, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.  The Operating Partnership
and the Guarantors agree to notify the Holders to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and the
Holders hereby agree to suspend use of the Prospectus upon receipt of such
notice until the Operating Partnership and the Guarantors have amended or
supplemented the Prospectus to correct such misstatement or
omission;

     

    (j)           a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement
to a Prospectus or any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their
counsel, upon request, (and, in the case of a Shelf Registration Statement, the
Holders and their counsel) and make such of the representatives of the Operating
Partnership and the Guarantors as shall be reasonably requested by the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Holders or their counsel) available for discussion of such

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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     document,
and shall not at any time file or make any amendment to the Registration
Statement, any Prospectus or any amendment of or supplement to a Registration
Statement or a Prospectus or any document which is to be incorporated by
reference into a Registration Statement or a Prospectus, of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders and their counsel) shall not have previously been advised
and furnished a copy or to which the Initial Purchasers or their counsel (and,
in the case of a Shelf Registration Statement, the Holders or their counsel)
shall reasonably object;

     

    (k)           cause
the Indenture to be qualified under the Trust Indenture Act of 1939, as amended
(the “TIA”), in
connection with the registration of the Exchange Notes or Registrable Notes, as
the case may be, cooperate with the Trustee and the Holders to effect such
changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA and execute, and use its commercially
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a timely
manner;

     

    (l)           in
the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Notes, any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement,
and attorneys and accountants designated by the Holders, at reasonable times and
in a reasonable manner, all financial and other records, pertinent documents and
properties of the Company, the Operating Partnership and their subsidiaries, and
cause the respective officers, directors and employees of the Operating
Partnership and the Guarantors to supply all information reasonably requested by
any such representative, Underwriter, attorney or accountant in connection with
a Shelf Registration Statement;

     

    (m)           in
the case of a Shelf Registration, use their commercially reasonable efforts to
cause all Registrable Notes to be listed on any securities exchange or any
automated system on which similar securities issued by the Operating Partnership
or the Guarantors are then listed if requested by the Majority Holders, to the
extent such Registrable Notes satisfy applicable listing
requirements;

     

    (n)           use
their commercially reasonable efforts to cause the Exchange Notes or Registrable
Notes, as the case may be, to be rated by two nationally recognized statistical
rating organizations (as such term is defined in Rule 436(g)(2) under the 1933
Act);

     

    (o)           if
reasonably requested by any Holder of Registrable Notes covered by a
Registration Statement in order to accurately reflect information regarding such
Holder or such Holder’s plan of distribution as required by such Registration
Statement, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such required information with respect to such Holder
as such Holder reasonably requests to be included therein and (ii) make all
required filings of such Prospectus supplement or

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
          11

        

      

    


    


     

    such
post-effective amendment as soon as the Operating Partnership has received
notification of the matters to be incorporated in such filing; and

     

    (p)           in
the case of a Shelf Registration, use their commercially reasonable efforts to
enter into such customary agreements and take all such other actions in
connection therewith (including those requested by the Holders of a majority of
the Registrable Notes being sold) in order to expedite or facilitate the
disposition of such Registrable Notes including, but not limited to, an
Underwritten Offering and in such connection, (i) to the extent possible,
make such representations and warranties to the Holders and any Underwriters of
such Registrable Notes with respect to the business of the Company, the
Operating Partnership and their subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in Underwritten Offerings (but in no event more
onerous to the Company, the Operating Partnership and the Subsidiary Guarantors
than those contained in the Purchase Agreement), and confirm the same if and
when requested, (ii) obtain opinions of counsel to the Company, the
Operating Partnership and the Subsidiary Guarantors (which counsel and opinions,
in form, scope and substance, shall be reasonably satisfactory to the Holders
and such Underwriters and their respective counsel) addressed to each selling
Holder and Underwriter of Registrable Notes covering the matters customarily
covered in opinions requested in Underwritten Offerings (but in no event more
onerous to the Company, the Operating Partnership and the Subsidiary Guarantors
than those opinions required in the Purchase Agreement), (iii) obtain “cold
comfort” letters from the independent certified public accountants of the
Company and the Operating Partnership (and, if necessary, any other certified
public accountant of any subsidiary of the Company or the Operating Partnership,
or of any business acquired by the Company or the Operating Partnership for
which financial statements and financial data are or are required to be included
in the Registration Statement) addressed to each selling Holder and Underwriter
of Registrable Notes, such letters to be in customary form and covering matters
of the type customarily covered in “cold comfort” letters in connection with
Underwritten Offerings, and (iv) deliver such documents and certificates as
may be reasonably requested by the Holders of a majority in principal amount of
the Registrable Notes being sold or the Underwriters, and which are customarily
delivered in Underwritten Offerings, to evidence the continued validity of the
representations and warranties of the Company, the Operating Partnership and the
Subsidiary Guarantors made pursuant to clause (i) above and to evidence
compliance with any customary conditions contained in an underwriting
agreement.

     

    In the
case of a Shelf Registration Statement, the Operating Partnership may require
each Holder of Registrable Notes to furnish to the Operating Partnership such
information regarding such Holder and the proposed distribution by such Holder
of such Registrable Notes as the Operating Partnership may from time to time
reasonably request in writing.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
          12

        

      

    


    


     

    In the
case of a Shelf Registration Statement, each Holder agrees that, upon receipt of
any notice from the Operating Partnership of the happening of any event of the
kind described in Section 3(e)(v) or (vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Notes pursuant to a
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof,
and, if so directed by the Operating Partnership, such Holder will deliver to
the Operating Partnership (at its expense) all copies in its possession, other
than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Notes current at the time of receipt of such
notice.  The Operating Partnership may suspend the availability of any
Shelf Registration Statement for not more than two times during any 365 day
period and any such suspensions may not exceed 30 days for each
suspension.  If the Operating Partnership shall give any such notice
to suspend the disposition of Registrable Notes pursuant to a Registration
Statement, the Operating Partnership and the Guarantors shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Operating
Partnership and the Guarantors shall have made available to the Holders copies
of the supplemented or amended Prospectus necessary to resume such
dispositions.

     

    The
Holders of Registrable Notes covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Notes in an Underwritten Offering;
provided that the
Company, the Operating Partnership and the Subsidiary Guarantors shall be
required to use their commercially reasonable efforts to make an Underwritten
Offering only upon the request of Holders of at least 25% of the Registrable
Notes outstanding at the time such request is delivered to the Operating
Partnership.  In the case of any Underwritten Offering, the Operating
Partnership shall (x) provide written notice to the Holders of all Registrable
Notes of such Underwritten Offering at least 30 days prior to the filing of a
prospectus for such Underwritten Offering, (y) specify a date, which shall
be no earlier than 10 days following the date of such notice, by which each such
Holder must inform the Operating Partnership of its intent to participate in
such Underwritten Offering and (z) include reasonable procedures that are
customary to underwritten offerings of the type contemplated herein that such
Holder must follow in order to participate in such Underwritten
Offering.  In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers (each, an “Underwriter” and,
collectively, the “Underwriters”) that will
administer the offering will be selected by the Majority Holders of the
Registrable Notes included in such offering and shall be approved by the
Operating Partnership, which approval shall not be unreasonably
withheld.

     

    4.           Participation of
Broker-Dealers In Exchange Offer.

     

      (b)  The
Staff of the SEC has taken the position that any broker-dealer that receives
Exchange Notes for its own account in the Exchange Offer in exchange for Notes
that were acquired by such broker-dealer as a result of market-making or other
trading activities (a “Participating Broker-Dealer”),
may be deemed to be an “underwriter” within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchanges Notes.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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     The
Operating Partnership and the Guarantors understand that it is the Staff’s
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Notes, without naming the Participating Broker-Dealers or specifying
the amount of Exchange Notes owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the 1933
Act.

     

    (b)           In
light of the above, notwithstanding the other provisions of this Agreement, the
Operating Partnership and the Guarantors agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Notes by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

     

    (i)       None
of the Company, the Operating Partnership or any Subsidiary Guarantor shall be
required to amend or supplement the Prospectus contained in the Exchange Offer
Registration Statement, as would otherwise be contemplated by Section 3(i),
for a period exceeding 180 days after the last Exchange Date (as such period may
be extended pursuant to the penultimate paragraph of Section 3 of this
Agreement) and Participating Broker-Dealers shall not be authorized by the
Operating Partnership or the Guarantors to deliver and shall not deliver such
Prospectus after such period in connection with the resales contemplated by this
Section 4; and

     

    (ii)       the
application of the Shelf Registration procedures set forth in Section 3 of
this Agreement to an Exchange Offer Registration, to the extent not required by
the positions of the Staff of the SEC or the 1933 Act and the rules and
regulations thereunder, will be in conformity with the reasonable request to the
Operating Partnership by the Initial Purchasers or with the reasonable request
in writing to the Operating Partnership by one or more broker-dealers who
certify to the Initial Purchasers, the Operating Partnership and the Guarantors
in writing that they anticipate that they will be Participating Broker-Dealers;
and provided further
that, in connection with such application of the Shelf Registration
procedures set forth in Section 3 to an Exchange Offer Registration, the
Operating Partnership and the Guarantors shall be obligated (x) to deal only
with one entity representing the Participating Broker-Dealers, which shall be
J.P. Morgan Securities Inc. unless it elects not to act as such representative,
(y) to pay the fees and expenses of only one counsel representing the
Participating Broker-Dealers, which shall be counsel to the Initial Purchasers
unless such counsel elects not to so act and (z) to cause to be delivered only
one, if any, “cold comfort” letter with respect to the Prospectus in the form
existing on the last Exchange Date and with respect to each subsequent amendment
or supplement, if any, effected during the period specified in clause (i)
above.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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    (c)           The
Initial Purchasers shall have no liability to the Company, the Operating
Partnership or the Subsidiary Guarantors or any Holder with respect to any
request that it may make pursuant to Section 4(b) above.

     

    5.           Indemnification and
Contribution.  (c)  The Company, the Operating
Partnership and each Subsidiary Guarantor, jointly and severally, agree to
indemnify and hold harmless each Initial Purchaser, each Holder and each person,
if any, who controls any Initial Purchaser or any Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is
under common control with, or is controlled by, any Initial Purchaser or any
Holder, from and against all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by any
Initial Purchaser, any Holder or any such controlling or affiliated person in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) pursuant to which Exchange
Notes or Registrable Notes were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Operating Partnership and the
Guarantors shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any
Initial Purchaser or any Holder furnished to the Operating Partnership and the
Guarantors in writing by such Initial Purchaser or such Holder expressly for use
therein.  In connection with any Underwritten Offering permitted by
Section 3, the Company, the Operating Partnership and each Subsidiary
Guarantor will also indemnify the Underwriters, if any, their officers and
directors and each Person who controls such Persons (within the meaning of the
Securities Act and the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders, if requested in connection with
any Registration Statement.

     

    (b)           Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Operating Partnership, the Subsidiary Guarantors, the Initial
Purchasers and the other selling Holders, and each of their respective
directors, officers who sign the Registration Statement and each person, if any,
who controls the Company, the Operating Partnership, the Subsidiary Guarantors,
the Initial Purchasers and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Company, the Operating Partnership
and each Subsidiary Guarantor to the Initial Purchasers and the Holders, but
only with reference to information relating to such Holder furnished to the
Company and the Operating Partnership in writing by such Holder expressly for
use in any Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto).

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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    (c)           In
case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either paragraph (a) or paragraph (b) above, such person (the “indemnified party”) shall
promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding.  In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel, (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them or (iii) the indemnifying party does not, within a reasonable period
of time after request of such indemnified party, retain counsel to represent
such indemnified party. It is understood that the indemnifying party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (A) the reasonable fees and expenses of more
than one separate firm (in addition to any local counsel) for the Initial
Purchasers and all persons, if any, who control the Initial Purchasers within
the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, (B) the reasonable fees and expenses of more than one separate
firm (in addition to any local counsel) for the Company, the Operating
Partnership, the Subsidiary Guarantors, their respective directors and officers
who sign the Registration Statement and each person, if any, who controls the
Company, the Operating Partnership and the Subsidiary Guarantors within the
meaning of either such Section and (C) the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Holders and
all persons, if any, who control any Holders within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred.  In such case involving the Initial Purchasers and persons
who control the Initial Purchasers, such firm shall be designated in writing by
J.P. Morgan Securities Inc.  In such case involving the Holders and
such persons who control Holders, such firm shall be designated in writing by
the Majority Holders.  In all other cases, such firm shall be
designated by the Operating Partnership.  The indemnifying party shall
not be liable for any settlement of any proceeding effected without its written
consent but, if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment.  Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel as contemplated by
the second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall not have reimbursed the indemnified
party for such fees and expenses of counsel in accordance with such request
prior to the date of such settlement.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
          16

        

      

    


    


     

    which
such indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party, unless such settlement (A)
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statements as to an admission of fault, culpability or failure to
act by or on behalf of any indemnified party.

     

    (d)           If
the indemnification provided for in paragraph (a) or paragraph (b) of this
Section 5 is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of the Company, the Operating
Partnership, the Subsidiary Guarantors and the Holders shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, the Operating Partnership and
the Subsidiary Guarantors or by the Holders and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Holders’ respective obligations to
contribute pursuant to this Section 5(d) are several in proportion to the
respective number of Registrable Notes of such Holder that were registered
pursuant to a Registration Statement.

     

    (e)           The
Company, the Operating Partnership, the Subsidiary Guarantors and each Holder
agree that it would not be just or equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in paragraph (d) above. The amount paid or payable by an indemnified party as
a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of this Section 5, no
Holder shall be required to indemnify or contribute any amount in excess of the
amount by which the total price at which Registrable Notes were sold by such
Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

     

    The
indemnity and contribution provisions contained in this Section 5 shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf
of any Initial Purchaser, any Holder or any person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, the

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
          17

        

      

    


    


     

    Operating
Partnership, the Subsidiary Guarantors, their respective officers or directors
or any person controlling the Company, the Operating Partnership or the
Subsidiary Guarantors, (iii) acceptance of any of the Exchange Notes and
(iv) any sale of Registrable Notes pursuant to a Shelf Registration
Statement.

     

    6.           Miscellaneous.

     

    (a)           Effectiveness.
Notwithstanding anything to the contrary in this Agreement, the provisions of
this Agreement shall not become operative until the Release Date.  In
the event that the Release Date does not occur prior to December 2, 2009, this
Agreement shall be terminated and of no force or effect.

     

    (b)           No Inconsistent
Agreements.  None of the Company, the Operating Partnership or
the Subsidiary Guarantors has entered into, and on or after the date of this
Agreement will enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Notes in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the other issued and outstanding securities of
the Company, the Operating Partnership and the Subsidiary Guarantors under any
such agreements.

     

    (c)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Operating Partnership has obtained the written consent of Holders of
at least a majority in aggregate principal amount of the outstanding Registrable
Notes affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or
consents to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Notes unless consented to in
writing by such Holder.

     

    (d)           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class mail, facsimile or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current
address given by such Holder to the Operating Partnership by means of a notice
given in accordance with the provisions of this Section 6(d), which address
initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; and (ii) if to the Company, the Operating Partnership or
the Subsidiary Guarantors initially at the Operating Partnership’s address set
forth in the Purchase Agreement and thereafter at such other address, notice of
which is given in accordance with the provisions of this
Section 6(d).

     

    All such
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is confirmed, if faxed; and on the next business day if timely
delivered to an air courier guaranteeing overnight delivery.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


        
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    Copies of
all such notices, demands, or other communications shall be concurrently
delivered by the person giving the same to the Trustee, at the address specified
in the Indenture.

     

    (e)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms of the Purchase
Agreement.  If any transferee of any Holder shall acquire Registrable
Notes, in any manner, whether by operation of law or otherwise, such Registrable
Notes shall be held subject to all of the terms of this Agreement, and by taking
and holding such Registrable Notes such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such person shall be entitled to receive the benefits
hereof.  The Initial Purchasers (in their capacity as Initial
Purchasers) shall have no liability or obligation to the Company, the Operating
Partnership or the Subsidiary Guarantors with respect to any failure by a Holder
to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.

     

    (f)           Purchases and Sales of
Notes. The Company shall not, and shall use its commercially reasonable
efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not
to, purchase and then resell or otherwise transfer any Notes other than Notes
acquired and cancelled.

     

    (g)           Third Party
Beneficiary.  The Holders shall be third party beneficiaries to
the agreements made hereunder between the Company, the Operating Partnership and
the Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder.

     

    (h)           Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

    (i)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (j)           Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     

    (k)           Severability.  In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

     

    
      	 
      	 
      	
              FELCOR
      LODGING TRUST INCORPORATED

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Jonathan H. Yellen

            
	 
      	 
      	 
      	
              Name:         Jonathan
      H. Yellen

            
	 
      	 
      	 
      	
              Title:           Executive
      Vice President,

              General Counsel and
      Secretary

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              FELCOR
      LODGING LIMITED PARTNERSHIP

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              FelCor
      Lodging Trust Incorporated, its general partner

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Jonathan H. Yellen

            
	 
      	 
      	 
      	
              Name:         Jonathan
      H. Yellen

            
	 
      	 
      	 
      	
              Title:           Executive
      Vice President,

              General Counsel and
      Secretary

            


    

    



    
      
        
          S-1

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              FELCOR/CSS
      HOLDINGS, L.P.

            
	 
      	 
      	
              By:

            	
              FELCOR/CSS
      HOTELS, L.L.C., General Partner

            
	 
      	 
      	
              FELCOR/ST.
      PAUL HOLDINGS, L.P.

            
	 
      	 
      	
              By:

            	
              FELCOR/CSS
      HOTELS, L.L.C., General Partner

            
	 
      	 
      	
              FELCOR
      CANADA CO.

            
	 
      	 
      	
              FELCOR
      HOTEL ASSET COMPANY, L.L.C.

            
	 
      	 
      	
              FELCOR
      LODGING HOLDING COMPANY, L.L.C.

            
	 
      	 
      	
              FELCOR
      TRS BORROWER 1, L.P.

            
	 
      	 
      	
              By:

            	
              FELCOR
      TRS BORROWER GP 1, L.L.C., General Partner

            
	 
      	 
      	
              FELCOR
      TRS BORROWER 4, L.L.C.

            
	 
      	 
      	
              FELCOR
      TRS HOLDINGS, L.L.C.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Jonathan H. Yellen

            
	 
      	 
      	 
      	
              Name:         Jonathan
      H. Yellen

            
	 
      	 
      	 
      	
              Title:           Executive
      Vice President,

              General Counsel and
      Secretary

            


    

    


    



    
      
        
          S-2

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    


    
      	
              The
      foregoing Registration Rights Agreement

              is
      hereby confirmed and accepted as of the

              date
      hereof by:

              J.P.
      MORGAN SECURITIES INC.

              BANC
      OF AMERICA SECURITIES LLC

              DEUTSCHE
      BANK SECURITIES INC.

              CITIGROUP
      GLOBAL MARKETS INC.

              GOLDMAN,
      SACHS & CO.

              SCOTIA
      CAPITAL (USA) INC.

              UBS
      SECURITIES LLC

               

              By:  J.P.
      MORGAN SECURITIES INC.,

              as
      representative of the Initial
Purchasers

            


    

    


     

    
      	
              By:

            	
              J.P.
      MORGAN SECURITIES, INC.,

              as
      representative of the Initial Purchasers

            
	 
      	 
      
	 
      	 
      
	 
      	
              /s/
      Mark H. Radin

            
	
              By:

            	
              Name:         Mark
      H. Radin

              Title:           Exec.
      Dir.

            


    

    


     

    



    
      
        
          S-3

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
A

    


    J.P.
Morgan Securities Inc.

    Banc of
America Securities LLC

    Deutsche
Bank Securities Inc.

    Citigroup
Global Markets Inc.

    Goldman,
Sachs & Co.

    Scotia
Capital (USA) Inc.

    UBS
Securities LLC