exh_4-2.htm


    
      

    


    Exhibit 4.2

    


    


    FELCOR
ESCROW HOLDINGS, L.L.C.,

    FELCOR
LODGING LIMITED PARTNERSHIP,

    FELCOR
LODGING TRUST INCORPORATED

    FELCOR/ST.
PAUL HOLDINGS, L.P.

    FELCOR/CSS
HOLDINGS, L.P.

    FELCOR
HOTEL ASSET COMPANY, L.L.C.

    FELCOR
LODGING HOLDING COMPANY, L.L.C.

    FELCOR
CANADA CO.

    FELCOR
TRS HOLDINGS, L.L.C.

    FELCOR
TRS BORROWER 1, L.P.

    FELCOR
TRS BORROWER 4, L.L.C.,

    as Guarantors,

    FELCOR
HOLDINGS TRUST

    as
Pledgor

    AND

    U.S.
BANK NATIONAL ASSOCIATION,

    as
Trustee

     

    Second
Supplemental Indenture

     

    Dated
as of October 13, 2009

     

    Supplemental
Indenture to the Indenture

    dated as
of October 1, 2009

    with
respect to the

    10%
Senior Secured Notes due 2014


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Second
Supplemental Indenture (this “Second Supplemental
Indenture”), dated as of October 13,
2009 among FelCor Escrow Holdings, L.L.C., a Delaware limited liability company,
(“Escrow Subsidiary”),
FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor Hotel Asset
Company, L.L.C., a Delaware limited liability company, FelCor Lodging Holding
Company, L.L.C., a Delaware limited liability company, FelCor Canada Co., a Nova
Scotia unlimited liability company, FelCor TRS Borrower 4, L.L.C., a Delaware
limited liability company, FelCor/CSS Holdings, L.P., a Delaware limited
partnership, FelCor/St. Paul Holdings, L.P., a Delaware limited partnership,
FelCor TRS Holdings, L.L.C., a Delaware limited liability company, FelCor TRS
Borrower 1, L.P., a Delaware limited partnership (each a “New Guarantor” and
collectively with FelCor, the “New Guarantors”), FelCor
Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Holdings
Trust, a Massachusetts business trust as a pledgor (“FelCor Holdings Trust”), and
U.S. Bank National Association, as trustee and collateral agent under the
indenture referred to below (in such capacities, the “Trustee” and the “Collateral
Agent”).

     

    W
I T N E S S E T H

     

    WHEREAS, Escrow Subsidiary
executed and delivered to the Trustee an indenture dated as of October 1, 2009
(as amended and supplemented by the first supplemental indenture to the
Indenture dated as of October 12, 2009, and as further amended, supplemented or
otherwise modified, the “Indenture”), pursuant to which
Escrow Subsidiary issued and has outstanding $636,000,000 aggregate principal
amount of 10% Senior Secured Notes due 2014 (the “Notes”);

     

    WHEREAS, pursuant to the terms
of the Escrow Agreement dated as of October 1, 2009 among FelCor LP, FelCor,
Escrow Subsidiary, the Trustee and the Escrow Agent  (the “Escrow Agreement”), Escrow
Subsidiary, FelCor LP, FelCor and other New Guarantors are executing and
delivering a supplemental indenture to the Indenture providing for (a) the
assumption of all rights and obligations of Escrow Subsidiary under the
Indenture by FelCor LP and (b) a Guarantee by each of FelCor and such New
Guarantors; and

     

    WHEREAS, Section 9.01 of the
Indenture provides that a supplemental indenture may be entered into by Escrow
Subsidiary, FelCor, FelCor LP, FelCor Holdings Trust and the Subsidiary
Guarantors to secure the Notes without notice to or the consent of any
Holder.

     

    WHEREAS, the date of this
Second Supplemental Indenture shall be deemed the “date of the Assumption” as
such term is used in the Indenture.

     

    NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, Escrow Subsidiary, FelCor, FelCor
LP, each Subsidiary Guarantor, FelCor Holdings Trust and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:

     

    SECTION
1. Definitions.  For
all purposes of the Indenture and this Second Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise
requires:

     

    (a)           the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to the Indenture and this Second Supplemental Indenture as a whole and not to
any particular Article, Section or subdivision; and

     

    (b)           capitalized
terms used but not defined in this Second Supplemental Indenture shall have the
meanings assigned to them in the Indenture.

     

    SECTION
2. Addition
of New Guarantors.  The New Guarantors hereby execute this
Second Supplemental Indenture as a supplemental indenture to the Indenture for
the purpose of providing a guarantee of the Notes and of certain of FelCor LP’s
obligations under the Indenture as set forth therein and agree to assume and be
subject to all of the terms, conditions, waivers and covenants applicable to a
Guarantor under the Indenture, including without limitation, those set forth in
Article XI thereof.  Upon its execution hereof, each New Guarantor
hereby acknowledges that it shall be a Subsidiary Guarantor for all purposes as
defined and as set forth in the Indenture, effective as of the date of the
Indenture.  Further, each New Guarantor hereby waives and shall not in
any manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against FelCor LP,
FelCor or any other Restricted Subsidiary as a result of any payment by such
Guarantor under its Guarantee.

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    SECTION
3. Addition
of New Pledgor.  FelCor Holdings Trust hereby executes this
Second Supplemental Indenture as a supplemental indenture to the Indenture for
the purpose of providing a pledge of Collateral under the Indenture as set forth
therein and agrees to assume and be subject to all of the terms, conditions,
waivers and covenants applicable to a Pledgor under the Indenture, including
without limitation, those set forth in Article XII thereof.  Upon its
execution hereof, FelCor Holdings Trust hereby acknowledges that it shall be a
Pledgor for all purposes as defined and as set forth in the Indenture, effective
as of the date of the Indenture.

     

    SECTION
4. Mandatory
Exchange of Global Notes.  On the date of the Assumption, the
beneficial interests in the Global Notes representing the Notes issued on
October 1, 2009 shall be automatically exchanged for beneficial interests in the
U.S. Global Notes and the Offshore Global Notes, as applicable, substantially in
the form of Exhibit A hereto.

     

    SECTION
5. Restrictive
Legends.  From and after the date of the Assumption, unless and
until a Note is exchanged for an Exchange Note or sold in connection with an
effective Registration Statement pursuant to the Registration Rights Agreement,
the U.S. Global Notes, Temporary Offshore Global Notes and each U.S. Physical
Note shall bear the following legend on the face thereof:

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS ONE YEAR IN THE CASE OF RULE 144A NOTES, AND 40 DAYS IN THE CASE
OF REGULATION S NOTES, AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Each
Global Note, whether or not an Exchange Note, shall also bear the following legend on the face thereof:

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO FELCOR LP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT  NOT IN PART,
TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH  SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SECTION 2.08 OF THE INDENTURE.

     

    Each
Global Note, whether or not an Exchange Note, shall also include the following
legend if such Note is issued with more than de minimis original issue discount
for United States federal income tax purposes:

     

    THIS NOTE
IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF
THE INTERNAL REVENUE CODE.  A HOLDER MAY OBTAIN THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH
NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO FELCOR LP AT THE FOLLOWING
ADDRESS:  545 EAST JOHN CARPENTER FREEWAY, SUITE 1300, IRVING,
TEXAS  75062  ATTENTION:  GENERAL
COUNSEL.

     

    SECTION
6. Exhibits.  On the
Date of the Assumption, Exhibits A, B, C and D to the Indenture shall be
superseded in their entirety by Exhibits A, B, C and D hereto.

     

    SECTION
7. Assumption
of Rights and Obligations of Escrow Subsidiary.  FelCor LP
hereby assumes all of the rights and obligations of Escrow Subsidiary under the
Indenture and the Notes and confirms and acknowledges the concurrent release and
discharge of Escrow Subsidiary from all such rights and
obligations.  Escrow Subsidiary will be automatically released of all
rights and obligations under the Indenture and the Notes upon effectiveness of
this Second Supplemental Indenture.

     

    SECTION 8. NEW YORK LAW TO
GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SECTION
9. The
Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Second
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by Escrow Subsidiary, Fe1Cor, FelCor LP,
the Subsidiary Guarantors and FelCor Holdings Trust.

     

    SECTION
10. Successors
and Assigns.  All agreements of Escrow Subsidiary, FelCor,
FelCor LP, the Subsidiary Guarantors and FelCor Holdings Trust in this Second
Supplemental Indenture shall bind their respective successors and
assigns.  All agreements of the Trustee in this Second Supplemental
Indenture shall bind its successors.

     

    SECTION
11. Separability.  In
case any provision of this Second Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

     

    SECTION
12. Effect of
Headings.  The Section headings herein are for convenience only
and shall not affect the construction hereof.

     

    SECTION
13. Counterparts.  The
parties may sign any number of copies of this Second Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     

    [Signature
Page Follows]


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first above written.

     

    
      	 
      	 
      	
              FELCOR
      LODGING LIMITED PARTNERSHIP,

              a
      Delaware limited partnership

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              FELCOR
      LODGING TRUST INCORPORATED, as general partner

            
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Andrew J. Welch

            
	 
      	 
      	 
      	
              Name:                      Andrew
      J. Welch

            
	 
      	 
      	 
      	
              Title:           Executive
      Vice President and

              Chief Financial
      Officer

            


    

    


    


    
      	 
      	 
      	
              FELCOR
      LODGING TRUST INCORPORATED,

              a
      Maryland corporation

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Jonathan H. Yellen

            
	 
      	 
      	 
      	
              Name:                      Jonathan
      H. Yellen

            
	 
      	 
      	 
      	
              Title:           Executive
      Vice President,

              General Counsel and
      Secretary

            


    

    



    
      
        
          


           

          S-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	 
      	 
      	
              FELCOR
      ESCROW HOLDINGS, L.L.C.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Andrew J. Welch

            
	 
      	 
      	 
      	
              Name:                      Andrew
      J. Welch

            
	 
      	 
      	 
      	
              Title:           Executive
      Vice President,

              General Counsel and
      Secretary

            


    

    



    
      
        
          


           

          S-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              FELCOR/ST.
      PAUL HOLDINGS, L.P.,

              a
      Delaware limited partnership

            
	 
      	 
      	
              By:

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

              a
      Delaware limited liability company, its general Partner

            
	 
      	 
      	 
      
	 
      	 
      	
              FELCOR/CSS
      HOLDINGS, L.P.,

              a
      Delaware limited partnership

            
	 
      	 
      	
              By:

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

              a
      Delaware limited liability company, its general Partner

            
	 
      	 
      	 
      
	 
      	 
      	
              FELCOR
      HOTEL ASSET COMPANY, L.L.C.,

              a
      Delaware limited liability company

            
	 
      	 
      	 
      
	 
      	 
      	
              FELCOR
      LODGING HOLDING COMPANY, L.L.C.,

              a
      Delaware limited liability company

            
	 
      	 
      	 
      
	 
      	 
      	
              FELCOR
      CANADA CO.,

              a
      Nova Scotia unlimited liability company

            
	 
      	 
      	 
      
	 
      	 
      	
              FELCOR
      TRS HOLDINGS, L.L.C.,

              a
      Delaware limited liability company

            
	 
      	 
      	 
      
	 
      	 
      	
              FELCOR
      TRS BORROWER 1, L.P.,

              a
      Delaware limited partnership

            
	 
      	 
      	
              By:

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

              a
      Delaware limited liability company,

              its
      general Partner

            
	 
      	 
      	 
      
	 
      	 
      	
              FELCOR
      TRS BORROWER 4, L.L.C.,

              a
      Delaware limited liability company

            
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Jonathan H. Yellen

            
	 
      	 
      	 
      	
              Name:                      Jonathan
      H. Yellen

            
	 
      	 
      	 
      	
              Title:           Executive
      Vice President,

              General Counsel and
      Secretary

            


    

    


    


    
      	 
      	 
      	
              FELCOR
      HOLDINGS TRUST,

              a
      Massachusetts business trust

            
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Lester Johnson

            
	 
      	 
      	 
      	
              Name:                      Lester
      Johnson

            
	 
      	 
      	 
      	
              Title:           Trustee

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Larry Mundy

            
	 
      	 
      	 
      	
              Name:                      Larry
      Mundy

            
	 
      	 
      	 
      	
              Title:           Trustee

            


    

    



    
      
        
          


           

          S-3

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	 
      	
              U.S. BANK NATIONAL
      ASSOCIATION,

              as
      Trustee

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/
      Richard Prokosch

            
	 
      	 
      	 
      	
              Name:                      Richard
      Prokosch

            
	 
      	 
      	 
      	
              Title:           Vice
      President

            


    

    


    



    
      
        
          


           

          S-4

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [FACE OF
NOTE]

     

    


     

    10%
Senior Secured Note due 2014

     

    CUSIP No.
___________

     

    No. $__________

     

    FELCOR
LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (“FelCor LP,” which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & Co., or its registered assigns, the
principal sum of _____________ ($______________), [or such greater or lesser
principal amount as may from time to time be reflected on the books and records
of the Registrar (but in no event may such amount exceed the aggregate principal
amount of Notes authenticated pursuant to Section 2.02 of the Indenture referred
to below and then outstanding pursuant to Section 2.08 of the Indenture)]1 on October 1, 2014.

     

    Interest
Payment Dates:  April 1 and October 1, commencing April 1,
2010.

     

    Regular
Record Dates:  March 15 and September 15.

     

    Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     

    

      

    

      
      
        	
                1

              	
                Use
      if Global Note

              


      

       

    


    
      
        
          


           

          A-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, FelCor LP has caused this Note to be signed manually or by
facsimile by its duly authorized officers.

     

     

    FELCOR
LODGING LIMITED PARTNERSHIP

     

    By:          FelCor
Lodging Trust Incorporated,

    General Partner

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     


    
      
        
          A-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    (Trustee’s
Certificate of Authentication)

     

    This is
one of the 10% Senior Secured Notes due 2014 described in the within-mentioned
Indenture.

     

    Date:

     

     

    U.S. BANK
NATIONAL ASSOCIATION, as Trustee

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Authorized
      Signatory

            


    

     


    
      
        
          A-3

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    [REVERSE
SIDE OF NOTE]

     

    


     

    FELCOR
LODGING LIMITED PARTNERSHIP

    


     

    


     

    10%
Senior Secured Note due 2014

     

    1.           Principal and
Interest.

     

    FelCor LP
will pay the principal of this Note on October 1, 2014.

     

    Interest
on the Notes will be payable semi-annually in cash on each April 1 and October 1
commencing on April 1, 2010 (each, an “Interest Payment Date”), to
the Holders of record of the Notes at the close of business on March 15 and
September 15 immediately preceding the applicable Interest Payment
Date.

     

    If an
exchange offer registered under the Securities Act is not consummated and a
shelf registration statement under the Securities Act with respect to resales of
the Notes is not declared effective by the Commission on or before March 30,
2010 in accordance with the terms of the Registration Rights Agreement, interest
due on the Notes will accrue at an annual rate of 0.5% (“Additional Interest”) plus
the interest rate specified on the face hereof until the exchange offer is
consummated or the shelf registration statement is declared
effective.  The Holder of this Note is entitled to the benefits of
such Registration Rights Agreement.

     

    Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the Closing Date.

     

    This Note
will bear interest at a rate of 10% per annum.

     

    FelCor LP
shall pay interest on overdue principal and premium, if any, and interest on
overdue installments of interest, to the extent lawful, at a rate per annum that
is 2% in excess of the rate otherwise payable.

     

    2.           Method of
Payment.

     

    FelCor LP
will pay interest (except defaulted interest) on the principal amount of the
Notes as provided above on each April 1 and October 1 to the persons who are
Holders (as reflected in the Note Register at the close of business on such
March 15 and September 15 immediately preceding the Interest Payment Date), in
each case, even if the Note is canceled on registration of transfer or
registration of exchange after such record date; provided that, with respect
to the payment of principal, FelCor LP will make payment to the Holder that
surrenders this Note to a Paying Agent on or after October 1, 2014.

     

    FelCor LP
will pay principal, premium, if any, and as provided above, interest in money of
the United States that at the time of payment is legal tender for payment of
public and private debts at the office or agency of the Company maintained for
such purpose within the City and State of New York, or, at the option of FelCor
LP and payment of interest may be made by check mailed to the Holders at their
addresses set forth in the Note Register, and provided that payment by wire
transfer of immediately available funds will be required with respect to
principal of and interest and premium, if any, on all Global
Notes.  If a payment date is a date other than a Business Day at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day and no interest shall accrue for the intervening
period.

     

    3.           Paying Agent and
Registrar.

     

    Initially,
the Trustee will act as authenticating agent, Paying Agent and
Registrar.  FelCor LP may change any authenticating agent, Paying
Agent or Registrar without notice.  FelCor LP, any Subsidiary or any
Affiliate of any of them may act as Paying Agent, Registrar or
co-Registrar.

     

    4.           Indenture;
Limitations.

    
      
        
        

      

      
        
          A-4

        

        
          

        

      

      
        
        

      

    

     

    FelCor LP
issued the Notes under an Indenture dated as of October 1, 2009 (the “Indenture”), among FelCor LP,
FelCor and the Subsidiary Guarantors and U.S. Bank National Association as
Trustee (the “Trustee”)
and as Collateral Agent (the “Collateral
Agent”).  Capitalized terms herein are used as defined in the
Indenture unless otherwise indicated.  The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act.  The Notes are subject to all such terms,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms.  To the extent permitted by applicable
law, in the event of any inconsistency between the terms of this Note and the
terms of the Indenture, the terms of the Indenture shall control.

     

    The Notes
are general secured obligations of FelCor LP.

     

    5.           Redemption.

     

    Except as
provided below, FelCor LP may not redeem any of the Notes prior to October 1,
2014.

     

    At any
time and from time to time prior to October 1, 2014, FelCor LP and FelCor may,
at their option, redeem all or a portion of the Notes at a redemption price
equal to 100% of the principal amount thereof plus the Applicable Premium with
respect to the notes plus accrued and unpaid interest and Additional Interest,
if any, thereon to the redemption date. Notice of such redemption must be mailed
to holders of the notes called for redemption not less than 15 nor more than 60
days prior to the redemption date.

     

    Notwithstanding
the foregoing, at any time, or from time to time, on or prior to October 1,
2012, FelCor LP may, at its option, use the net cash proceeds of one or more
Equity Offerings to redeem up to 35% of the principal amount of the Notes at a
Redemption Price of 110% of the principal amount thereof, together with accrued
and unpaid interest and Additional Interest, if any, thereon, if any, to the
Redemption Date; provided that

     

                    (i)at least 65% of the principal amount
of the Notes issued under this Indenture remains out-standing immediately after
such redemption; and

     

                    (ii)FelCor LP makes such redemption not
more than 90 days after the consummation of any such Equity
Offering.

     

    Notice of
any optional redemption will be mailed at least 15 but not more than 60 days
before the Redemption Date to each Holder of Notes to be redeemed at its last
address as it appears in the Note Register.  Notes in original
principal amount greater than $1,000 may be redeemed in part.  On and
after the Redemption Date, interest ceases to accrue on Notes or portions
thereof called for redemption, unless FelCor LP defaults in the payment of the
amount due upon redemption.

     

    6.           Repurchase upon Change in
Control.

     

    Upon the
occurrence of any Change of Control, each Holder shall have the right to require
the repurchase of its Notes by FelCor LP in cash pursuant to the offer described
in the Indenture at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase (the
“Change of Control
Payment”).

     

    A notice
of such Change of Control will be mailed within 30 days after any Change of
Control occurs to each Holder at his last address as it appears in the Note
Register.  Notes in original denominations larger than $1,000 may be
sold to FelCor LP in part.  On and after the Change of Control Payment
Date, interest ceases to accrue on Notes or portions of Notes surrendered for
purchase by FelCor LP, unless FelCor LP defaults in the payment of the Change of
Control Payment.

     

    
      
        A-5

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           Denominations; Transfer;
Exchange.

    
      
        
        

      

          The Notes are
in registered form without coupons in denominations of $1,000 of principal
amount at maturity and multiples of $1,000 in excess thereof.  A
Holder may register the transfer or exchange of Notes in accordance with the
Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.  The Registrar
need not register the transfer or exchange of any Notes selected for
redemption.  Also, it need not register the transfer or exchange of
any Notes for a period of 15 days before a selection of Notes to be redeemed is
made.

    

     

    8.           Persons Deemed
Owners.

     

    A Holder
shall be treated as the owner of a Note for all purposes.

     

    9.           Unclaimed
Money.

     

    If money
for the payment of principal, premium, if any, or interest remains unclaimed for
two years, the Trustee and the Paying Agent will pay the money back to FelCor LP
at its request.  After that, Holders entitled to the money must look
to FelCor LP for payment, unless an abandoned property law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

     

    10.           Discharge Prior to
Redemption or Maturity.

     

    If FelCor
LP deposits with the Trustee money or U.S. Government Obligations sufficient to
pay the then outstanding principal of, premium, if any, and accrued interest on
the Notes (a) to redemption or maturity, FelCor LP will be discharged from the
Indenture and the Notes, except in certain circumstances for certain sections
thereof, and (b) to the Stated Maturity, FelCor LP will be discharged from
certain covenants set forth in the Indenture.

     

    11.           Amendment; Supplement;
Waiver.

     

    Subject
to certain exceptions, the Indenture, the Notes or the Collateral Documents may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then out-standing, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding.  Without notice to or the consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency and make any change
that does not materially and adversely affect the rights of any
Holder.

     

    12.           Restrictive
Covenants.

     

    The
Indenture imposes certain limitations on the ability of FelCor LP, FelCor and
their respective Restricted Subsidiaries, among other things, to Incur
additional Indebtedness, make Restricted Payments, use the proceeds from
Collateral Asset Sales and Non-Collateral Assets Sales and Events of Loss,
engage in transactions with Affiliates or merge, consolidate or transfer
substantially all of their assets.  Within 45 days after the end of
each fiscal quarter (90 days after the end of the last fiscal quarter of each
year), FelCor LP and FelCor must report to the Trustee on compliance with such
limitations.

     

    13.           Successor
Persons.

     

    When a
successor person or other entity assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor person will be released from
those obligations.

     

    14.           Defaults and
Remedies.

     

    The
following events constitute “Events of Default” under the
Indenture:

     

    (a)           default
in the payment of principal of (or premium, if any, on) any Note when the same
becomes due and payable at maturity, upon acceleration, redemption or
otherwise;

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    (b)           default
in the payment of interest on any Note when the same becomes due and payable,
and such default continues for a period of 30 days;

     

    (c)           default
in the performance or breach of the provisions of the Indenture applicable to
mergers, consolidations and transfers of all or substantially all of the assets
of FelCor LP and FelCor or the failure by FelCor LP to make or consummate an
Offer to Purchase in accordance with Section 4.10 or Section 4.11 or make or
consummate a Change of Control Offer in accordance with Section
4.13;

     

    (d)           FelCor
LP or FelCor defaults in the performance of or breaches any other covenant or
agreement of FelCor LP or FelCor in the Indenture or under the Notes (other than
a default specified in clause (a), (b) or (c) above) and such default or breach
continues for a period of 60 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes;

     

    (e)           there
occurs with respect to any issue or issues of Indebtedness of FelCor LP or
FelCor or any Significant Subsidiary having an outstanding principal amount of
$20 million or more in the aggregate for all such issues of all such Persons,
whether such Indebtedness now exists or shall hereafter be created, (i) an event
of default that has caused the holder thereof to declare such Indebtedness to be
due and payable prior to its Stated Maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (ii) the failure to make a principal
payment at the final (but not any interim) fixed maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such
payment default;

     

    (f)           any
final judgment or order (not covered by insurance) for the payment of money in
excess of $20 million in the aggregate for all such final judgments or orders
against all such Persons (treating any deductibles, self-insurance or retention
as not covered by insurance) (i) shall be rendered against FelCor LP or FelCor
or any Significant Subsidiary and shall not be paid or discharged, and (ii)
there shall be any period of 60 consecutive days following entry of the final
judgment or order that causes the aggregate amount for all such final judgments
or orders outstanding and not paid or discharged against all such Persons to
exceed $20 million during which a stay of enforcement of such final judgment or
order, by reason of a pending appeal or otherwise, shall not be in
effect;

     

    (g)           a
court having jurisdiction in the premises enters a decree or order for (i)
relief in respect of FelCor LP or FelCor or any Significant Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (ii) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of FelCor LP or
FelCor or any Significant Subsidiary or for all or substantially all of the
property and assets of FelCor LP or FelCor or any Significant Subsidiary or
(iii) the winding up or liquidation of the affairs of FelCor LP or FelCor or any
Significant Subsidiary and, in each case, such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days;

     

    (h)           FelCor
LP or FelCor or any Significant Subsidiary (i) commences a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case
under such law, (ii) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of FelCor LP or FelCor or Significant Subsidiary or for all or
substantially all of the property and assets of FelCor LP or FelCor or any
Significant Subsidiary or (iii) effects any general assignment for the benefit
of its creditors;

     

    (i)           any
Note Guarantee ceases to be in full force and effect (other than in accordance
with the terms of such Note Guarantee and the Indenture) or any Guarantor
notifies the Trustee in writing that it denies or disaffirms its obligations
under its Note Guarantee; or

     

    (j)           (a)
there shall be a default in the performance, or breach, of any covenant or
agreement of  FelCor LP, FelCor or any Significant Subsidiary, in any
material respect, under any Collateral Document or any management or franchise
agreement related thereto and such default or breach shall continue for a period
of 45 days after written notice has been given, by certified mail, (1) to FelCor
by the Trustee or (2) to FelCor and the Trustee by the holders of at least 25%
in aggregate principal amount of the then out-standing notes or (b) any
Collateral Document shall for any reason cease to be, or any Collateral Document
shall for any reason be asserted in writing by the Issuer or any Guarantor, not
to be, in full force and effect and enforceable in accordance with its terms or
ceases to give the Holders the first priority Liens purported to be created
thereby, except to the extent contemplated by the Indenture and any such
Collateral Document.

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    If an
Event of Default (other than an Event of Default described in subparagraphs (g)
or (h) above that occurs with respect to FelCor LP or FelCor) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all the Notes to be due and payable.  If an
Event of Default described in subparagraphs (g) or (h) above occurs with respect
to FelCor LP or FelCor, the Notes automatically become due and
payable.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the
Notes.  Subject to certain limitations, Holders of at least a majority
in principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power.

     

    15.           Trustee Dealings with FelCor
LP.

     

    The
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from and perform services for FelCor LP or its
Affiliates and may otherwise deal with FelCor LP or its Affiliates as if it were
not the Trustee.

     

    16.           No Recourse Against
Others.

     

    No
incorporator or any past, present or future limited partner, shareholder, other
equity holder, officer, member, director, employee or controlling person as
such, of FelCor LP or of any successor Person shall have any liability for any
obligations of FelCor LP under the Notes or the Indenture or for any claim based
on, in respect of or by reason of, such obligations or their
creation.  Each Holder by accepting a Note waives and releases all
such liability.  The waiver and release are part of the consideration
for the issuance of the Notes.

     

    17.           Authentication.

     

    This Note
shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on the other side of this Note.

     

    18.           Abbreviations.

     

    Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).

     

    FelCor LP
will furnish to any Holder upon written request and without charge a copy of the
Indenture.  Requests may be made to FelCor Lodging Limited
Partnership, 545 East John Carpenter Freeway, Suite 1300, Irving, Texas 75062 or
at such other address provided for in the Indenture.

     

    19.           Guarantee.

     

    Repayment
of principal and interest on the Notes is guaranteed on a senior basis by the
Guarantors pursuant to Article Eleven of the Indenture.

     


    
      
        
          A-8

        

         


      

      
         


        
          

        

      

      
         


      

    


    [FORM OF
TRANSFER NOTICE]

     

    FOR VALUE
RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and
transfer(s) unto

     

    Insert
Taxpayer Identification No.

     

    __________________________________________
(Please print or typewrite name and address including zip code of assignee) the
within Note and all rights thereunder, hereby irrevocably constituting _______
___________________________________ and appointing _______________________
attorney to transfer said Note on the books of FelCor LP with full power of
substitution in the premises.

     

    [THE
FOLLOWING PROVISION TO BE INCLUDED

     

    ON ALL
NOTES OTHER THAN EXCHANGE NOTES,

     

    PERMANENT
OFFSHORE GLOBAL NOTES AND

     

    OFFSHORE
PHYSICAL NOTES]

     

    In
connection with any transfer of this Note occurring prior to the date which is
the earlier of (i) the date the shelf registration statement with respect to
resales of the Notes is declared effective or (ii) two years after the original
issuance of the Notes, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

     

    [Check
One]

     

    
      	
              [      ]

            	
              (a)

            	
              this
      Note is being transferred in compliance with the exemption from
      registration under the Securities Act of 1933, as amended, provided by
      Rule 144A thereunder.

            


    

     

    or

     

    
      	
              [       ]

            	
              (b)

            	
              this
      Note is being transferred other than in accordance with (a) above and
      documents are being furnished which comply with the conditions of transfer
      set forth in this Note and the
Indenture.

            


    

     

    If none
of the foregoing boxes is checked, the Trustee or other Registrar shall not be
obligated to register this Note in the name of any Person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 2.08 of the Indenture shall have been
satisfied.

     

    Date:           

    NOTICE:  The
signature to this assignment must

    correspond
with the name as written upon the face

    of the
within-mentioned instrument in every particular, without alteration or any
change whatsoever.


    
      
        
          A-9

        

         


      

      
         


        
          

        

      

      
         


      

    


    TO BE
COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     

    The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding FelCor LP as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

     

    Date:           

    NOTICE:  To
be executed by an executive officer


    
      
        
          A-10

        

         


      

      
         


        
          

        

      

      
         


      

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
wish to have this Note purchased by FelCor LP pursuant to Section 4.10, Section
4.11, Section 4.12 or Section 4.13 of the Indenture, check the Box:

     

    If you
wish to have a portion of this Note purchased by FelCor LP pursuant to Section
4.10, Section 4.11, Section 4.12 or Section 4.13 of the Indenture, state the
amount (in principal amount at
maturity):  $___________________.

     

    Date:  _____________

     

    Your
Signature:  ____________________________________________________________________________

    (Sign
exactly as your name appears on the other side of this Note)

     

    Signature
Guarantee:  ________________________________________________________________________


    
      
        
          A-11

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    Form
of Certificate

     

    ___________,
_____

     

    FelCor
Lodging Limited Partnership

     

    545 East
John Carpenter Freeway

     

    Suite
1300

     

    Irving,
Texas  75062

     

    U.S. Bank
National Association

     

    60
Livingston Avenue

     

    EP-MN-WS3C

     

    St. Paul,
Minnesota  55107-2292

     

    Attention:  Corporate
Trust Department

     

    
      	
               
      

            	
              Re:

            	
              FelCor
      Lodging Limited Partnership (“FelCor
    LP”)

            


    

     

    
      	
               
      

            	
              10% Senior Secured
      Notes Due 2014 (the “Notes”)

            


    

     

    Dear
Sirs:

    This
letter relates to U.S. $____________ principal amount at maturity of Notes
represented by a Note (the “Legended Note”) which bears a
legend outlining restrictions upon transfer of such Legended
Note.  Pursuant to Section 2.01 of the Indenture (the “Indenture”) dated as of
October 1, 2009, relating to the Notes, we hereby certify that we are (or we
will hold such securities on behalf of) a person outside the United States to
whom the Notes could be transferred in accordance with Rule 903 or Rule 904 of
Regulation S promulgated under the U.S. Securities Act of 1933, as
amended.  Accordingly, you are hereby requested to exchange the
legended certificate for an unlegended certificate representing an identical
principal amount at maturity of Notes, all in the manner provided for in the
Indenture.

     

    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this certificate have the meanings set forth in
Regulation S.

     

     

    Very
truly yours,

     

    [Name of
Holder]

     

    
      	
               
      

            	
              By:  _________________________________________

            


    

     

     

    
      	
               
      

            	
              Authorized
      Signature

            


    

     


    
      
        
          B-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    Form
of Certificate to Be

     

    Delivered
in Connection with

     

    Transfers
to Non-QIB Accredited Investors

     

    _____________,
__

     

    FelCor
Lodging Limited Partnership

     

    545 East
John Carpenter Freeway

     

    Suite
1300

     

    Irving,
Texas  75062

     

    U.S. Bank
National Association

     

    60
Livingston Avenue

     

    EP-MN-WS3C

     

    St. Paul,
Minnesota  55107-2292

     

    Attention:  Corporate
Trust Department

     

    
      	
               
      

            	
              Re:

            	
              FelCor
      Lodging Limited Partnership (“FelCor
    LP”)

            


    

     

    
      	
               
      

            	
              10% Senior Secured
      Notes Due 2014 (the “Notes”)

            


    

     

    Dear
Sirs:

    In
connection with our proposed purchase of $____________ aggregate principal
amount at maturity of the Notes, we confirm that:

     

    1.           We
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture dated as of October 1,
2009, relating to the Notes (the “Indenture”) and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with, such restrictions and conditions
and the Securities Act of 1933, as amended (the “Securities
Act”).

     

    2.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes may not be offered or sold except as
permitted in the following sentence.  We agree, on our own behalf and
on behalf of any accounts for which we are acting as hereinafter stated, that if
we should sell any Notes, we will do so only (A) to FelCor LP, FelCor or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities
Act to a “qualified institutional buyer” (as defined therein), (C) to an
institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you a signed letter substantially in the form of this letter, and, if this
letter relates to a proposed transfer in respect of an aggregate principal
amount of Notes less than $100,000, an opinion of counsel acceptable to FelCor
LP and FelCor that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act (if available), or (F) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated
herein.

     

    3.           We
understand that, on any proposed resale of any Notes, we will
be  required to furnish to you such certifications, legal opinions and
other information as you may reasonably require to confirm that the proposed
sale complies with the foregoing restrictions.  We further understand
that the Notes purchased by us will bear a legend to the foregoing
effect.

     

    4.           We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its
investment.

     

    5.           We
are acquiring the Notes purchased by us for our own account or for one or more
accounts (each of which is an institutional “accredited investor”) as to each of
which we exercise sole investment discretion.

     

    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered
hereby.

     

     

    Very
truly yours,

     

    [Name of
Transferee]

     

    
      	
               
      

            	
              By:  _________________________________________

            


    

     

     

    
      	
               
      

            	
              Authorized
      Signature

            


    

     


    
      
        
          C-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    Form
of Certificate To Be Delivered

     

    in
Connection with Transfers

     

    Pursuant
to Regulation S

     

    ___________,
____

     

    FelCor
Lodging Limited Partnership

     

    545 East
John Carpenter Freeway

     

    Suite
1300

     

    Irving,
Texas  75062

     

    U.S. Bank
National Association

     

    60
Livingston Avenue

     

    EP-MN-WS3C

     

    St. Paul,
Minnesota  55107-2292

     

    Attention:  Corporate
Trust Department

     

    
      	
               
      

            	
              Re:

            	
              FelCor
      Lodging Limited Partnership (“FelCor
    LP”)

            


    

     

    
      	
               
      

            	
              10% Senior Secured
      Notes Due 2014 (the “Notes”)

            


    

     

    Dear
Sirs:

    In
connection with our proposed sale of U.S.$________ aggregate principal amount at
maturity of the Notes, we confirm that such sale has been effected pursuant to
and in accordance with Regulation S under the Securities Act of 1933, as amended
(the “Securities Act”),
and, accordingly, we represent that:

     

    (1)           the
offer of the Notes was not made to a person in the United States;

     

    (2)           at
the time the buy order was originated, the transferee was outside the United
States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States;

     

    (3)           no
directed selling efforts have been made by us in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; and

     

    (4)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.

     

    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this certificate have the meanings set forth in
Regulation S.

     

     

    Very
truly yours,

     

    [Name of
Transferor]

     

    
      	
               
      

            	
              By:  _________________________________________

            


    

     

     

    
      	
               
      

            	
              Authorized
      Signature

            


    

     

    


     


    
      
        
          D-1