exv4w9w1



 





Exhibit 4.9.1




 





FELCOR LODGING LIMITED PARTNERSHIP,




as Issuer,




FELCOR LODGING TRUST INCORPORATED

FELCOR/ST. PAUL HOLDINGS, L.P.

FELCOR/CSS HOLDINGS, L.P.

FELCOR HOTEL ASSET COMPANY, L.L.C.

FELCOR PENNSYLVANIA COMPANY, L.L.C.

FELCOR LODGING HOLDING COMPANY, L.L.C.

FHAC TEXAS HOLDINGS, L.P.

FELCOR CANADA CO.

FELCOR OMAHA HOTEL COMPANY, L.L.C.

FELCOR TRS HOLDINGS, L.P.

MYRTLE BEACH HOTELS, L.L.C.

FELCOR TRS BORROWER 1, L.P.

FELCOR TRS GUARANTOR, L.P.

CENTER CITY HOTEL ASSOCIATES

FELCOR LODGING COMPANY, L.L.C.

FELCOR TRS BORROWER 3, L.P.

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

as Guarantors,




AND




FELCOR HOLDINGS TRUST,

as Pledgor,




AND




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




 






First Supplemental Indenture

Dated as of December 31, 2006




 






Supplemental Indenture to the Indenture

dated as of October 31, 2006

with respect to the

Senior Secured Floating Rate Notes due 2011




 





 









 







First
Supplemental Indenture (this “First Supplemental Indenture”), dated as of December 31,
2006 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor
Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor/St. Paul Holdings, L.P., a
Delaware limited partnership (the “New Guarantor”), FelCor/CSS Holdings, L.P., a Delaware limited
partnership, FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company, FelCor
Pennsylvania Company, L.L.C., a Delaware limited liability company, FelCor Lodging Holding Company,
L.L.C., a Delaware limited liability company, FHAC Texas Holdings, L.P., a Texas limited
partnership, FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor Omaha Hotel
Company, L.L.C., a Delaware limited liability company, FelCor TRS Holdings, L.P., a Delaware
limited partnership, Myrtle Beach Hotels, L.L.C., a Delaware limited liability company, FelCor TRS
Borrower 1, L.P., a Delaware limited partnership, FelCor TRS Guarantor, L.P., a Delaware limited
partnership, Center City Hotel Associates, a Pennsylvania limited partnership, FelCor Lodging
Company, L.L.C., a Delaware limited liability company, FelCor TRS Borrower 3, L.P., a Delaware
limited partnership, FelCor TRS Borrower 4, L.L.C., a Delaware limited liability company, FelCor
Holdings Trust, a Massachusetts business trust, and U.S. Bank National Association, as trustee
under the indenture referred to below (the “Trustee”).




W I T N E S S E T H




     WHEREAS, FelCor LP, FelCor and certain subsidiaries named therein have executed and delivered
to the Trustee an indenture dated as of October 31, 2006 (the “Indenture”), pursuant to which
FelCor LP issued and has outstanding $215,000,000 aggregate principal amount of Senior Secured
Floating Rate Notes due 2011 (the “Notes”);



     WHEREAS, each of Center City Hotel Associates, a Pennsylvania limited partnership, and FelCor
TRS Borrower 3, L.P., a Delaware limited partnership (collectively, the “Existing Guarantors”), is
a party to the Indenture for the purpose of providing its Subsidiary Guarantee of the Indenture;



     WHEREAS, the Guarantees of each of the Existing Guarantors of all Guaranteed Indebtedness has
been, or is being contemporaneously herewith, released and, pursuant to Section 11.07 of the
Indenture, each of the Existing Guarantors is automatically released and discharged from its
Subsidiary Guarantee upon the release of such Subsidiary Guarantor from its Guarantees of all
Guaranteed Indebtedness; and



     WHEREAS, on or about the date hereof, but effective as of January 1, 2006, the New Guarantor
is delivering its Guarantee of the Line of Credit and, pursuant to Section 4.07 of the Indenture,
the New Guarantor is required to execute and deliver a supplemental indenture to the Indenture
providing for a Subsidiary Guarantee by such New Guarantor.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, FelCor, FelCor LP, each Subsidiary
Guarantor 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 First
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 First Supplemental Indenture as a whole and not to any particular Article,
Section or subdivision; and



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



     SECTION 2. Addition of New Subsidiary Guarantor. The New Guarantor hereby executes
this First 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



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forth therein and agrees to assume and be subject to all of the terms, conditions, waivers and
covenants
applicable to a Subsidiary Guarantor under the Indenture, including without limitation,
those set forth in Article XI thereof. Upon its execution hereof, the 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, the 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 New Guarantor under its Subsidiary
Guarantee.



     SECTION 3. Release of Certain Guarantors. The parties hereto hereby confirm and
acknowledge the concurrent release and discharge of each of the Existing Guarantors from any and
all guaranty obligations arising under the Indenture.



     SECTION 4. 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.



     SECTION 5. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by
FelCor, FelCor LP and the Subsidiary Guarantors.



     SECTION 6. Successors and Assigns. All agreements of FelCor, FelCor LP and the
Subsidiary Guarantors in this First Supplemental Indenture shall bind their respective successors
and assigns. All agreements of the Trustee in this First Supplemental Indenture shall bind its
successors.



     SECTION 7. Separability. In case any provision of this First 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 8. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.



     SECTION 9. Counterparts. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have caused this First 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/ Jonathan H. Yellen
	 

	 	 	 	 
	 

	 	Name:
	 	JONATHAN H. YELLEN
	 

	 	Title:
	 	EXECUTIVE VICE PRESIDENT GENERAL COUNSEL AND SECRETARY
	 
	 	 	 	 
	 	 	FELCOR LODGING TRUST INCORPORATED, a Maryland

corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jonathan H. Yellen
	 

	 	 	 	 
	 

	 	Name:
	 	JONATHAN H. YELLEN
	 

	 	Title:
	 	EXECUTIVE VICE PRESIDENT GENERAL COUNSEL AND SECRETARY
	 
	 	 	 	 
	 	 	FELCOR/ST. PAUL HOLDINGS, L.P., a Delaware
limited partnership
	 	 	By: FELCOR/CSS HOTELS, L.L.C., as general
partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jonathan H. Yellen
	 

	 	 	 	 
	 

	 	Name:
	 	JONATHAN H. YELLEN
	 

	 	Title:
	 	EXECUTIVE VICE PRESIDENT GENERAL COUNSEL AND SECRETARY
	 
	 	 	 	 
	 	 	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 PENNSYLVANIA COMPANY, L.L.C., a
Delaware limited liability company
	 	 	FELCOR LODGING HOLDING COMPANY, L.L.C., a
Delaware limited liability company
	 	 	FHAC TEXAS HOLDINGS, L.P., a Texas limited
partnership
	 	 	By: FelCor Hotel Asset Company, L.L.C., a
Delaware limited liability company, its
general partner
	 	 	FELCOR CANADA CO., a Nova Scotia unlimited
liability company






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	 	 	FELCOR OMAHA HOTEL COMPANY, L.L.C., a Delaware
limited liability company
	 	 	FELCOR TRS HOLDINGS, L.P., a Delaware limited
partnership
	 	 	By: FelCor TRS I, L.L.C., a Delaware limited
liability company, its general partner
	 	 	MYRTLE BEACH HOTELS, 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 GUARANTOR, L.P., a Delaware limited
partnership
	 	 	By: FelCor TRS Guarantor GP, L.L.C., a
Delaware limited liability company, its
general partner
	 	 	CENTER CITY HOTEL ASSOCIATES, a 

Pennsylvania
limited
partnership
	 	 	By: FelCor Philadelphia Center, L.L.C., a
Delaware limited liability company, its
general partner
	 	 	FELCOR LODGING COMPANY, L.L.C., a Delaware
limited liability company
	 	 	FELCOR TRS BORROWER 3, L.P., a Delaware
limited partnership
	 	 	By: FelCor TRS Borrower GP 3, 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/ Jonathan H. Yellen
	 

	 	 	 	 
	 

	 	Name:
	 	JONATHAN H. YELLEN
	 

	 	Title:
	 	EXECUTIVE VICE PRESIDENT GENERAL COUNSEL AND SECRETARY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew J. Welch
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew J. Welch
	 

	 	Title:
	 	Executive Vice President and Chief Financial Officer






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	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard Prokosch
	 

	 	 	 	 
	 

	 	Name:
	 	Richard Prokosch
	 

	 	Title:
	 	Vice President







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